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her is a Director or Officer at the time such expenses are
~?tcurred, except when the Director or Officer is adjudged
~~uilty of willful misfeasance, malfeasance, or nonfeasance,
in t}u~ performance of his duties. The foregoing 'right of
indemnification shall be in addition to and exclusive of all
>ther rights and remedies to which such Director or officer
nay be entitled.
10 . BY - L~1t•JS
The i3y-Laws of the Corporation shall be adopted by
tiic Board of Directors and ?ny be altered, amended or rescinded
~n the manner provided therein. t
1 1 . I~~tENUtiti:N'I'
`I~hese Articles of Incorporation shall be amended in
t,iL i~llowing manner:
(11.1) Notice ~~f th(• sui~ject m~rtter of ~ prot~usc,~i
:.::..L=r.:3^:cnt s}:al? Le inrlutl~~ci in the notice: of any Mr~etiny at
.~:}ric}t a proposed amendra(~nt is tc~ t~~~ considered.
(11.2) ~ resolution fear the .~cloptian of a hr<>}w~:~cf
~~?n~_ncirnent may Ve propose=d by th~~ f3c,~?rd of tirectors of t hc~
corporation or t,y the share>hulcl~~rs of thc~ ~.:<~rporation. A
~harehol::er may propose such an amendment by instrument in t
writing directed to any membor of tiic :card of Directors si~Jn(:d
l,y not less trim ten (10`x) percent of tt?e shareholders. ~'1mt~n~-
n~ents may. be proposed by the t3r,~~ rv of Directors by action of
~~327 p~~1555