Fillable Bylaws Template (Page 6 of 10) in pdf

Newly created directorships resulting from an increase in the number of directors and

vacancies occurring in the Board of Directors for any reason except the removal of directors by

shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum

exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the

shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his

predecessor.

9. Executive and Other Committees of Directors

The Board of Directors, by resolution adopted by a majority of the entire Board, may

designate from among its members an executive committee and other committees each consisting of three

or more directors and each of which, to the extent provided in the resolution, shall have all the authority of

the Board, except that no such committee shall have authority as to the following matters: (a) the

submission to shareholders of any action that needs shareholders' approval; (b) the filling of vacancies in

the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or

on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the

amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or

repealable; or (f) the removal or indemnification of directors.

The Board of Directors may designate one or more directors as alternate members of any

such committee, who may replace any absent member or members at any meeting of such committee.

Unless a greater proportion is required by the resolution designating a committee, a

majority of the entire authorized number of members of such committee shall constitute a quorum for the

transaction of business, and the vote of a majority of the members present at a meeting at the time of such

vote, if a quorum is then present, shall be the act of such committee.

Each such committee shall serve at the pleasure of the Board of Directors.

10. Compensation of Directors

The Board of Directors shall have authority to fix the compensation of directors for

services in any capacity.

11. Interest of Directors in a Transaction

Unless shown to be unfair and unreasonable as to the Corporation, no contract or other

transaction between the Corporation and one or more of its directors, or between the Corporation and any

other corporation, firm, association or other entity in which one or more of the directors are directors or

officers, or are financially interested, shall be either void or voidable, irrespective of whether such

interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof,

which authorizes such contract or transaction and irrespective of whether his or their votes are counted for

such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or

approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by

a vote sufficient for such purpose without counting the vote or votes of such interested director or directors

(although such interested director or directors may be counted in determining the presence of a quorum at

the meeting which authorizes such contract or transaction), if the fact of such common directorship,

officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b)

the shareholders entitled to vote for the election of directors, if such common directorship, officership or

financial interest is disclosed or known to such shareholders.

Notwithstanding the foregoing, no loan, except advances in connection with

indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the

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