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<br />Cd) Chief Financial Officer. The Chief Financial Officer shall receive and safely <br />keep all funds of the Corporation and deposit the same in such bank or banks as may <br />be designated by the Board. Such funds shall be paid out only on the check of the <br />Corporation signed by such person or persons as may be designated by the Board as <br />authorized to sign the same. The Chief Financial Officer shall have such other <br />powers and perform such other duties as may be prescribed from time to time by the <br />Board of Directors. In the absence of a CFO, the President/CEO will assume these <br />duties. <br /> <br />(e) The Board of Directors shall designate or mandate any other responsibilities <br />to other designated positions identified in Section 6.01. <br /> <br />ARTICLE VII <br />COMMITTEES <br /> <br />Section 7.01. <br /> <br />COMMITTEES OF THE BOARD. <br /> <br />The Board of Directors may. by resolution adopted by a majority of the number of <br />Directors, designate one or more advisory committees to serve at the pleasure of the Board <br />and to have such function as may be designated by the Board. <br /> <br />Section 7.02. <br /> <br />COMMITTEE APPOINTMENTS. <br /> <br />Unless otherwise specified in these Bylaws, the members of each committee shall be <br />created by the Chairn1an of the Board as he/she deems necessary. The Chaim1an shall <br />appoint committee chairpersons and shall prescribe the duties of such committees. The <br />Chairman of the Board shall have the power to dissolve any special committee after it has <br />served its purpose. All committees shall meet at the call of the various chairpersons thereof. <br />Standing committees shall include, but not be limited to, Finance and Governance. <br /> <br />ARTICLE VIII <br />INDEMNIFICATION <br /> <br />Section 8.01. <br /> <br />RIGHT OF INDEMNITY. <br /> <br />The Corporation shall have the right, to the fullest extent permitted by law, to <br />indemnitY any person or entity who was or is a party or is threatened to be made a party to <br />any civil, criminal, administrative, or investigative proceeding by reason of the fact that such <br />person or entity is or was a Director, officer, employee, or otherwise an agent of the <br />Corporation, against expenses, j udgments_ fines, settlements, and other amounts actually and <br />reasonably incurred in connection with such proceeding, provided that all of the <br />requirements of Section 5238 of the Nonprofit Corporation Law of Calitomia for such <br />indemnification are met. <br /> <br />Section 8.02. <br /> <br />ADVANCEj\,1ENT OF EXPENSES. <br /> <br />To the fullest extent permitted by 1m,,' and except as othenvise detem1ined by the <br />Board in a specific instance. exp~nses incurred by a person seeking indemnification under <br /> <br />14 :Y1ayli,2003fina! <br />