ARTICLE IX ( cont. )

BOARD OF DIRECTORS (cont. ).

5. Powers of the Board of Directors: The Board of Directors shall have, in addition to such powers as are hereinafter expressly conferred on, all such powers as may be exercised by the Corporation, subject to the provisions of the statutes, their certificate of incorporation, and these Bylaws.

The BOARD of DIRECTORS shall have the power:

a. To purchase or otherwise acquire property, rights, or privileges for the Corporation, which the Corporation has power to take, at such prices and on such terms as the Board may deem proper.

b. To pay for such property, rights, or privileges in whole or in part with money, bonds, debentures or securities of the Corporation, or by the delivery of other property of the Corporation.

c. To create, make, and issure mortgages, bonds, deeds of trust, trust agreements, and negotiable or transferable instruments and securities, secured by mortages or otherwise, and to do every act and every thing necessary to effectuate the same.

d. To appoint agents, clecks, assistants, factors, employees and trustees, and to dismiss them at its discretion, to fix their duties and compensation and to change them from time to time and to require security as it may deem proper.

e. To confer on any officer of the Corporation the power of selecting, discharging, or suspendingsuch employees.

f. To determine by whom and in what manner the Corporation's bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, or other documents shall be signed.

g. To determine the offical depository or depositories for the funds of the Corporation.

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