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SECTION 6. DUTIES OF VICE PRESIDENT The Vice President shall assume the duties and powers of the President in the President's absence or disability to act and perform such other duties and possess such other powers as shall be prescribed and conferred by the Board of Directors or by the President. SECTION 7. DUTIES OF SECRETARY The Secretary shall: (a) Certify and keep at the principal office of Downtown Incorporated the original or a copy of these Bylaws as amended from time to time. (b) Keep at the principal office of Downtown Incorporated, or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Directors and/or members, recording therein the time and place of voting, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at meetings of Directors, the number of members present at the meeting of members, and the proceedings thereof. (c) Ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. (d) Be custodian of the records and of the seal of the Corporation and ensure that the seal is affixed to all duly executed documents, the execution of which on behalf of the Corporation under its seal is required by law or by these Bylaws. (e) Keep at the principal office of Downtown Incorporated, a membership book containing the name and address of each member, and, in any cases where membership has been terminated, a record of said termination including the date on which the membership ceased. (f) Exhibit at all reasonable times to any Director of Downtown Incorporated, or to any Director's agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of Directors and of the members of Downtown Incorporated. (g) Exhibit at all reasonable times to any voting member, or to any member's agent or attorney, on written demand therefore for a purpose reasonably related to the interests of such member, the Bylaws and the minutes of meetings of the Directors or of the members, and shall exhibit said records at any time when required by the demand of ten percent (10%) or more of the voting members of Downtown Incorporated. (h) In general, perform all duties incident to the office of Secretary, and such other duties as may be required by law, by the Articles of Incorporation of this Corporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. 19 19E-33