The officers of the Company (the “ Officers ”) shall consist of a Chairman of the Board of Managers (the “ Chairman ”), a President (the “ President ”), a Secretary (the “ Secretary ”), the Commercial Manager (the “ Commercial Manager ”), the Operations Manager (the “ Operations Manager ”), and the Accounting Manager (“ Accounting Manager ”), and may, at the discretion of the Board of Managers, also consist of one or more other Officers and assistant Officers as may be deemed necessary or desirable by the Board of Managers. One person may hold, and perform the duties of, any two or more of such offices; provided , however , that one person may not hold, or perform the duties of, more than one of the offices of Commercial Manager, Operations Manager and Accounting Manager. Unless otherwise approved by the Board of Managers, the Chairman and President shall be the same person. Compensation of Officers shall be fixed by the Board of Managers or a duly authorized committee thereof. Any Officer may be removed, with or without cause, at any time by the Board of Managers (subject to Section 5.7 and any contractual rights that such Officer may have); provided , however , the Chairman, the President and the Secretary may only be removed by the Valero Managers, on one hand, or the Darling Managers, on the other, entitled to appoint such applicable Officer at the time of such removal. In their discretion, the Managers may choose not to fill any office for any period as they may deem advisable. No Officer need be a Manager. Officers shall have such powers and duties as may be specified by, or in accordance with, resolutions adopted by the Board of Managers; provided , however , the Officers of the Company shall not have any authority to act as to matters reserved for Members under Section 5.7 including, without limitation, with respect to matters pertaining to the Subsidiaries of the Company. Each Officer shall have the duties and responsibilities attributable to his or her office as set forth below.