Changes

<center>'''ARTICLE X''' '''''CONFLICTS OF INTEREST'''''</center>

<center>'''ARTICLE X''' '''''CONFLICTS OF INTEREST'''''</center>

SECTION 1:  Definitions.

'''SECTION 1.''' ''Definitions.''<br>

For purposes of this Article:

For purposes of this Article:

   

   

   

   

(b)  "A party related to a Director" means a spouse, a descendant, an ancestor, a sibling, the spouse or descendant of a sibling, an estate or trust in which the Director or a party related to a Director has a beneficial interest, or an entity in which a party related to a Director is a director, officer, or has a financial interest.

(b)  "A party related to a Director" means a spouse, a descendant, an ancestor, a sibling, the spouse or descendant of a sibling, an estate or trust in which the Director or a party related to a Director has a beneficial interest, or an entity in which a party related to a Director is a director, officer, or has a financial interest.

 

SECTION 2:  Loans.

'''SECTION 2.''' ''Loans.''<br>

  No loans shall be made by the Non-Profit Corporation to its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Non-Profit Corporation for the amount of such loan until the repayment thereof.

No loans shall be made by the Non-Profit Corporation to its Directors or officers. Any Director or officer who assents to or participates in the making of any such loan shall be liable to the Non-Profit Corporation for the amount of such loan until the repayment thereof.

 

SECTION 3:  Validity.

'''SECTION 3.''' ''Validity.''<br>

No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by or in the right of the Non-Profit Corporation, solely because the conflicting interest transaction involves a Director or a party related to a Director or an entity in which a Director is a director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Board or of a committee of the Board that authorizes, approves, or ratifies the conflicting interest transaction or  solely because the Director's vote is counted for such purpose if:

No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by or in the right of the Non-Profit Corporation, solely because the conflicting interest transaction involves a Director or a party related to a Director or an entity in which a Director is a director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the Board or of a committee of the Board that authorizes, approves, or ratifies the conflicting interest transaction or  solely because the Director's vote is counted for such purpose if:

   

   

(a) The material facts as to the Director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or

(a)   The material facts as to the Director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or

   

   

(b) The conflicting interest transaction is fair as to the Non-Profit Corporation.

(b)   The conflicting interest transaction is fair as to the Non-Profit Corporation.

   

   

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.

ARTICLE XI AMENDMENTS TO BY-LAWS

<center>'''ARTICLE XI''' '''''AMENDMENTS TO BY-LAWS'''''</center>

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a 2/3 majority of the Directors present at any regular meeting or at any special meeting, if at least two days’ written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a 2/3 majority of the Directors present at any regular meeting or at any special meeting, if at least two days’ written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.