Article VI - General Provisions

Section 1. Indemnification. Subject to the exceptions given in this Section and to the extent allowable by law, in the instance of any civil lawsuit brought by any entity other than the corporation against any Director or Officer in their capacity as a Director or Officer or arising from the performance of duties on behalf of the corporation, the corporation shall pay the reasonable legal fees necessary to defend such action and shall pay any damages awarded against that Director or Officer.

Under no circumstances may the corporation indemnify against an award of damages arising from criminal acts or intentional wrongdoing, though the corporation may, consistent with other provisions of this Section and prior to final adjudication, elect to pay for the pending defense of any Director or Officer individually named in a complaint for criminal activity or intentional civil wrongdoing.

Under no circumstances may the corporation undertake any of the following actions without a prior vote of 67% of that voting power not controlled by any Director individually named in associated litigation or proceedings:

1. Indemnify any Director or Officer for more than the amount of any applicable liability insurance for which the Corporation has paid premiums; or
2. Indemnify any Director or Officer for the amount such Director or Officer has agreed to pay in settlement of claims; or
3. Indemnify any Director or Officer for legal fees arising from the unsuccessful defense of a complaint for criminal activity or intentional civil wrongdoing.

Section 2. Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of Directors.

Section 3. Amendments. Except as otherwise provided herein, these bylaws or the corporation’s articles of incorporation may be amended or repealed and new bylaws (or amended articles of incorporation) may be adopted by the affirmative vote of two thirds of the directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present, provided that at least ten (10) days written notice is given of intention to alter, amend, repeal or adopt new Bylaws (or articles of incorporation) at such meeting.

Section 4. Distribution Upon Dissolution. Upon dissolution, all of the corporation’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to any association or associations organized for purposes similar to the purpose of the corporation as may be designated by a majority of the directors of the corporation then holding office, provided that such organization is an organization qualified under Section 501(c) (3) of the Internal Revenue Code, as amended.

Section 5. Books and Records. The corporation shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. The books, records and papers of the corporation shall at all times, during reasonable business hours, be subject to inspection by any director. The articles of incorporation and the bylaws of the corporation shall be available for inspection by any Officer, director, or other designee of the Board at the principal office of the corporation.