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Bylaws of the Indiana Community Network Association, Inc.

Table Of Contents

ARTICLE I. Identification.

ARTICLE II. Members.

ARTICLE III. Directors.

ARTICLE IV. Officers.

ARTICLE V. Membership Certificates.

ARTICLE VI. Corporate Books and Records.

ARTICLE VII. Provisions for Regulation and Conduct of the Affairs of the Corporation.

ARTICLE VIII. Changes to Bylaws.

ARTICLE I

Identification

Section 1.1. Name.

The name of the Corporation is Indiana Community Network Association, Inc. (the "Corporation"), a nonprofit corporation formed under and governed by the Indiana Nonprofit Corporation Act of 1991, as amended (the "Act").

Section 1.2. Principal Office and Registered Agent.

The principal office of the Corporation may be anywhere within the State of Indiana, and the Corporation may have such other offices within or without the State of Indiana, as the officers or Board of Directors of the Corporation may deem appropriate. The post office address of the principal office and the name and post office address of the registered agent of the Corporation shall be designated as required by law with the Office of the Secretary of State of Indiana.

Section 1.3 Fiscal Year.

The fiscal year of the Corporation shall be the calendar year.

Section 1.4. Seal.

The Corporation need not use a seal. If one is used, it shall be circular in form and mounted upon a metal die suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the words "Indiana Community Network Association, Inc." and about the lower periphery thereof the word "Indiana." In the center of the seal shall appear the word "Seal." The seal may be altered by the Board of Directors at its pleasure and may be used by causing it or a facsimile thereof to be impressed, affixed, printed or otherwise reproduced.

ARTICLE II

Members

Section 2.1. Members.

There shall be two (2) classes of members of the Corporation; Members and Associate Members. Membership as Members shall be open to all not for profit community based organizations which provide, or seek to provide, community computer network access, development, maintenance, education, training, promotion and related activities. Every Member shall be entitled to vote on each matter to come before any meeting of the members as provided in the Articles of Incorporation. Associate membership shall be conferred on such persons who do not qualify for membership but who the Board of Directors determines can make a contribution to the goals and purposes of the Corporation. Associate Members shall have no vote. Subject to the foregoing, all members shall be entitled to such privileges, not inconsistent with the statutes of the State of Indiana, the Articles of Incorporation, and the Bylaws of the Corporation, as the Board of Directors may from time to time in its discretion determine.

Section 2.2. Place of Meetings.

All meetings of members of the Corporation shall be held at such place, within or without the State of Indiana, as may be determined by the Board of Directors and specified in the notices or waivers of notice thereof, or proxies to represent members thereat.

Section 2.3. Meetings.

The annual meeting of members shall be held within six (6) months after the close of the fiscal year at the time and on the date determined by the Board of Directors. Any and all business of any nature or character may be transacted and action may be taken thereon at any annual meeting, except as otherwise provided by law or the Bylaws. Special meetings of members may be called by the President or by not less than a majority of all members of the Board of Directors, or by written petition of not less than one-tenth (1/10) of all members entitled to vote at such meetings. At any special meeting of the members, no business other than that for which the meeting is called shall be transacted.

Section 2.4. Notice of Meetings.

Written or printed notice stating the place, day and hour of a meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered by the Secretary to each member of record of the Corporation entitled to vote at the meeting at such address as appears upon the records of the Corporation, at least thirty (30) days before the date of the meeting. Notice of any meeting is waived if the waiver is in writing and is filed with the Secretary of the Corporation, the member is present at the meeting or the member is represented at the meeting by proxy.

Section 2.5. Voting at Meetings.

(a) Voting Rights. Every Member of the Corporation in good standing shall have the right to one (1) vote on each matter to come before any meeting of the members of the Corporation except to the extent the Articles of Incorporation or Bylaws appropriately provide specifically otherwise.

(b) Proxies. A member in good standing is entitled to vote either in person or by proxy, executed in writing by such member and delivered to the Secretary of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided therein.

(c) Quorum and Adjournments. At all meetings of members, twenty percent (20%) of the members entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum. Any meeting of members, including annual and special meetings and any adjournments thereof, may be adjourned to a later date without notice other than announcement at the meeting even though less than a quorum be present.

Section 2.6. Voting Lists.

The Secretary of the Corporation shall at all times keep a complete and accurate list of the members of the Corporation entitled to vote by the Articles of Incorporation or Bylaws. Such list shall be on file in the principal office of the Corporation and subject to inspection by any member for any proper purpose at any reasonable time.

Section 2.7. Action by Written Consent.

Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if, prior to such action, a written consent thereto, setting forth the action so taken, is signed by those members representing at least eighty percent (80%) of the votes entitled to be cast with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the members or the Corporation's records. Requests for written consents must be delivered to all members. Such consent shall have the same effect as a vote of the members at a meeting of the members.

Section 2.8. Meeting by Telephone or Similar Communications Equipment.

If the Corporation has no more than twenty (20) members, members may participate in and hold a meeting by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can communicate with each other. Participation by these means constitutes presence in person at the meeting.

Section 2.9. Approval by Written Ballot.

Any action that may be taken at an annual, regular or special meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. The written ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid where the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing an action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. The solicitation for votes by written ballot must indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than the election of directors and specify the time by which a ballot must be received by the Corporation to be counted. Except as otherwise provided in the Corporation's Articles of Incorporation or Bylaws or the Indiana Nonprofit Corporation Act of 1991, as amended ("Act"), a written ballot may not be revoked.

Section 2.10. Earnings and Compensation.

A member shall not receive any earnings from the Corporation but may receive reasonable compensation for services rendered to or for the Corporation as provided in the Articles of Incorporation and may also receive payments of principal and interest on monies loaned or advanced to the Corporation.

Section 2.11. Expulsion, Termination or Suspension of Members.

A member may be expelled or suspended and membership in the Corporation shall be terminated or suspended by two-thirds (2/3) vote of the Board of Directors for conduct detrimental to the Corporation; provided, however, any expulsion or suspension may only be carried out in good faith pursuant to the following procedure:

(a) Not less than fifteen (15) days prior written notice is given by the Board of Directors to the member of the expulsion, suspension or termination, and such notice must state the reasons for the expulsion, termination or suspension; and

(b) an opportunity to be heard, orally or in writing, is given to the member not less than five (5) days before the effective date of the expulsion, suspension or termination by the Board of Directors.

The Board of Directors may also adopt any other procedure which is fair and reasonable taking into consideration all of the relevant facts and circumstances. The Board of Directors is authorized to decide all matters concerning expulsion, termination or suspension of any member. All written notices under this Section 2.11 given by mail must be given by first class or certified mail sent to the last address of the member shown on the Corporation's records. A member who has been expelled or suspended or whose membership or participation is terminated may be liable to the Corporation for dues, assessments or fees as a result of obligations incurred or commitments made before expulsion, suspension or termination. Notwithstanding the foregoing, a member may be expelled or suspended and membership in the Corporation shall be terminated or suspended upon the failure to pay any dues as may be established by the Board of Directors, and a member shall cease to have such designation upon a vote of the majority of the Board of Directors, without compliance with the foregoing procedure.

Section 2.12. Delivery, Notice, and Filing.

For all purposes of these Bylaws, a document shall be effectively delivered, notice provided and filing made, if a copy, electronic copy or facsimile is transmitted to the appropriate addressee by a means which is (x) general recognized as a sufficient mature technology to be reasonably reliable, and (y) if electronic in nature, provides the sender with a confirmation of the transmission, which confirmation is retained by the sender. Without limiting the foregoing, such methods shall include first class United States mail, facsimile transmission, electronic mail, list server distribution, and direct file transfer. The date and time of delivery shall be the date and time mailed or transmitted.

Section 2.13. Dues and Assessments.

Dues and assessments shall be in such amounts and under such terms and conditions as the Members shall from time to time establish.

ARTICLE III

Directors

Section 3.1. Management of Corporation.

The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall elect the officers of the Corporation and shall have the power and authority to do all other things provided for in, and not in conflict with, the Act, the Articles of Incorporation, and the Bylaws.

Section 3.2. Qualifications.

The Directors shall be individuals and shall be elected by the members of the Corporation.

Section 3.3. Number and Term of Office.

The Board of Directors shall be composed of not fewer than five (5) members. The Board of Directors shall represent the geographical breath of the State of Indiana. The members may resident any where within the State of Indiana. The Directors shall serve staggered terms of two (2) years. In order to initiate the staggering of terms, three of the initial Board of Directors three shall serve a term of only one (1) year. Every director shall continue to serve until his or her successor shall be duly elected and qualified, but may be removed at any time, with or without cause, by the vote of two-thirds (2/3) of the members.

Section 3.4. Resignation.

Any director may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary of the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 3.5. Vacancies.

Vacancies occurring in the membership of the Board of Directors caused by resignation, death, removal, or otherwise (except by increase in the number of directors) shall be filled by a majority vote of the remaining members of the Board of Directors and each director so elected shall serve the balance of the term of the director replaced..

Section 3.6. Annual Meetings.

The Board of Directors shall meet annually, without notice, concurrently with, or immediately following, the annual meeting of the members.

Section 3.7. Regular Meetings.

Regular meetings shall be held at such times and places, either within or without the State of Indiana, as may be determined by the President or not less than a majority of all members of the Board of Directors.

Section 3.8. Special Meetings.

Special meetings of the Board of Directors may be called by the President or by not less than a majority of all members of the Board of Directors at any place, within or without the State of Indiana, upon twenty-four (24) hours notice, specifying the time, place and general purposes of the meeting, given to each director.

Section 3.9. Waiver of Notice.

Any director may waive notice of any meeting in writing. Attendance by a director any meeting shall constitute a waiver of notice of such meeting.

Section 3.10. Quorum.

Except as may otherwise be required by the Articles of Incorporation, the Bylaws, or by law, a majority of the entire Board of Directors then qualified and acting shall constitute a quorum and be sufficient for the transaction of business, and any act of the majority of the directors present at a meeting at which a quorum shall be present shall be the act of the Board. A majority of the directors present may adjourn any meeting from time to time. Notice of any adjourned meeting need not be given other than by announcement at the time of adjournment. A director is deemed present if the provisions in Section 3.13 are met.

Section 3.11. Action by Written Consent.

Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if the action is taken by all the members of the Board of Directors or committee, as the case may be. The action must be evidenced by one or more written consents describing the action taken, signed by each director or committee member, and included in the minutes or filed with the corporate records reflecting the action taken. Such action is effective when the last director or committee member signs the consent, unless the consent specifies a different prior or subsequent effective date. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be described as such in any document or instrument.

Section 3.12. Meeting by Telephone or Similar Communications Equipment.

Directors may participate in and hold a meeting by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can simultaneously communicate with each other. Participation by these means constitutes presence in person at the meeting.

Section 3.13. Business to be Transacted.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting. Any and all business of any nature or character whatsoever may be transacted and action may be taken thereon at any meeting, regular or special, of the Board of Directors.

Section 3.14. Committees.

The Board of Directors may from time to time, by resolution adopted by a majority of the actual number of directors elected and qualified, designate and constitute an Executive Committee of two (2) or more Directors of the Corporation to manage and control the affairs of the Corporation between the meetings of the Directors and such other committees of two (2) or more Directors, as the Board of Directors shall deem desirable for the furtherance of the purposes of the Corporation, which committees shall have the powers and authority and shall perform the duties specified in the resolutions provided all of the voting members thereof are directors. The Chairperson shall appoint the Chairman of each committee. The designation of the committees and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Any committee whose voting members include persons who are not directors of the Corporation shall have no authority to act on behalf of the Board of Directors and shall only be empowered to make recommendations to the Board of Directors.

Section 3.15. Compensation.

If so provided by a resolution of the Board, Directors (i) may receive reasonable compensation for services rendered as directors exclusively in furtherance of the Corporation's purposes as set forth in Article II of the Articles of Incorporation and (ii) shall be entitled to reimbursement of reasonable expenses actually incurred in the performance of such services to the Corporation. A director may also serve the Corporation in any other capacity and shall be entitled to receive such compensation for services actually rendered to the Corporation in any capacity other than as a director, as may be provided from time to time by resolution of the Board not inconsistent with these Bylaws. Notwithstanding the foregoing, no compensation shall be paid to any individual which would be prohibited by the Internal Revenue Code of 1986, as amended.

Section 3.16. Loans or Guaranties.

The Corporation shall not lend money to or guarantee the obligation of a director of the Corporation.

ARTICLE IV

Officers

Section 4.1. Number of Officers.

The officers of the Corporation shall be a Chairperson of the Board, Vice Chairperson, Treasurer and Secretary, and shall be elected by the Board of Directors. The Board may from time to time create additional offices, including offices of Vice Chairperson, Assistant Secretaries and Assistant Treasurers, as it shall deem necessary or appropriate and may appoint persons to such offices with such duties and powers as it shall determine or as may be provided in these Bylaws.

Section 4.2. Election, Appointment and Terms.

Each officer shall be elected by the Board of Directors and shall hold office until his or her successor shall have been elected and qualified, or until death, resignation or removal. Any officer may be removed at any time, with or without cause, by the Board of Directors. The term of the officers shall be for one (1) year.

Section 4.3. Resignation and Removal.

An officer may resign at any time by delivering notice to the Board of Directors, the Chairperson or the Secretary of the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If an officer's resignation is made effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date. The acceptance of a resignation shall not be necessary to make it effective, unless expressly provided in the resignation. An officer's resignation does not affect the Corporation's contract rights, if any, with the officer. Any officer may be removed at any time, with or without cause, by vote of a majority of the whole Board. Such removal shall not affect the contract rights, if any, of the officer so removed.

Section 4.4. Vacancies.

Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected or appointed shall hold office until his or her successor is elected or appointed and qualified, or until death, resignation or removal.

Section 4.5. Compensation.

If so provided by a resolution of the Board, the officers of the Corporation (i) may receive reasonable compensation for services rendered in their capacity as such officers exclusively in furtherance of the Corporation's purposes as set forth in Article II of the Articles of Incorporation and (ii) shall be entitled to reimbursement of reasonable expenses actually incurred in the performance of such services. Election or appointment as an officer shall not create any contract rights. Notwithstanding the foregoing, no compensation shall be paid to any individual which would be prohibited by the Internal Revenue Code of 1986, as amended.

Section 4.6. Chairperson of the Board.

The Chairperson of the Board shall have general charge of, and supervision and authority over, all of the affairs and business of the Corporation. The Chairperson of the Board shall preside at all meetings of the members and of the Board of Directors; and shall direct and have general supervision over all officers, agents and employees of the Corporation. The Chairperson of the Board shall see that all orders and resolutions of the Board of Directors are carried into effect; and in general, shall exercise all powers and perform all duties incident to his office and such other powers and duties as may from time to time be assigned to the Chairperson of the Board by the Board.

Section 4.7. Vice Chairperson.

The Vice Chairperson shall assist the Chairperson and shall perform such duties as may be assigned by the Board of Directors or the Chairperson. Unless otherwise provided by the Board, in the absence or disability of the Chairperson, the Vice Chairperson(or, if there be more than one, the Vice Chairperson first named as such by the Board of Directors at its most recent meeting at which Vice Chairpersons were elected) shall execute the powers and perform the duties of the Chairperson. Any action taken by a Vice Chairperson in the performance of the duties of the Chairperson shall be conclusive evidence of the absence or inability to act of the Chairperson at the time such action was taken.

Section 4.8. Secretary.

The Secretary shall attend all meetings of the Board of Directors and of the members and shall act as Secretary of such meetings; shall give or cause to be given all notices provided for in the Bylaws or required by law; shall record all votes and the minutes of all proceedings of the meetings of members and the Board of Directors in a book or books to be kept for that purpose; shall be custodian of the books and records (except for financial books and records) and, if there is one, the seal of the Corporation; and in general, shall exercise all powers and perform all duties as may from time to time be assigned by the Board of Directors or the Chairperson.

Section 4.9. Treasurer.

The Treasurer shall keep correct and complete records of account showing accurately at all times the receipts, expenditures and financial condition of the Corporation; shall be the custodian of the corporate funds and securities; shall deposit, in the name of and to the credit of the Corporation, all moneys of the Corporation in such depositories as may be designated by the Board of Directors; shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the Chairperson; and in general, shall exercise all powers and perform all duties customarily incident to such office and such other powers and duties as may from time to time be assigned by the Board of Directors or the Chairperson.

Section 4.10. Assistant Secretaries.

The Assistant Secretaries shall assist the Secretary in the performance of the Secretary's duties. In the absence of the Secretary, any Assistant Secretary shall exercise the powers and perform the duties of the Secretary. The Assistant Secretaries shall exercise such other powers and perform such other duties as may from time to time be assigned to them by the Board of Directors, the Chairperson or the Secretary of the Corporation.

Section 4.11. Assistant Treasurers.

The Assistant Treasurers shall assist the Treasurer in the performance of the Treasurer's duties. Any Assistant Treasurer shall, in the absence or disability of the Treasurer, exercise the powers and perform the duties of the Treasurer. The Assistant Treasurers shall exercise such other duties as may from time to time be assigned to them by the Board of Directors, the Chairperson or the Treasurer of the Corporation.

Section 4.12. Delegation of Authority.

In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer or delegate the powers or duties of any officer to any other officer or officers for such length of time as the Board of Directors shall determine.

Section 4.13. Loans or Guaranties.

The Corporation may not lend money to or guarantee the obligation of an officer of the Corporation.

Section 4.14. Checks. Drafts, Etc.

All checks, drafts, bills of exchange or other orders for the payment of money, obligations, notes or other evidences of indebtedness of the Corporation shall be signed or endorsed by such officer or officers of the Corporation as shall from time to time be designated by the Board of Directors.

Section 4.15. Contracts.

All contracts, agreements, deeds, conveyances, mortgages and similar instruments authorized by the Board of Directors shall be signed by the Chairperson and may be attested by the Secretary or the Treasurer or an Assistant Secretary or Assistant Treasurer.

ARTICLE V

Membership Certificates

Section 5.1. Certificates.

The Corporation may issue membership certificates and the certificates shall be in such form as shall be approved by the Board of Directors. Each certificate shall state the name of the member to whom it is issued and the dates for which it is issued, and shall be signed by the President and by the Secretary or an Assistant Secretary. Certificates of membership shall not be transferable.

ARTICLE VI

Corporate Books and Records

Section 6.1. Corporate Books and Records.

Except as otherwise provided by the laws of the State of Indiana or by the Articles of Incorporation, the books and records of the Corporation may be kept at such place or places, within or without the State of Indiana, as the Board of Directors may from time to time by resolution determine.

ARTICLE VII

Provisions for Regulation and Conduct of the Affairs of the Corporation

The affairs of the Corporation shall be subject to the following regulations:

Section 7.1. Interest of Directors in Contracts and Validity Thereof.

A contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of the Directors of the Corporation is a director or an officer or is financially interested, shall not be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purposes, if:

(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Director or Directors; or

(b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable to the Corporation.

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

Section 7.2. General Limitation of Liability.

A director shall, based on facts then known to the director, discharge the duties as a director, including the director's duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the Corporation. A director is not liable to the Corporation for any action taken as a director, or any failure to take any action, unless: (a) the director has breached or failed to perform the duties of the director's office in accordance with the standard of care set forth above; and (b) the breach or failure to perform constitutes willful misconduct or recklessness.

Section 7.3. Reliance on Corporate Records and Other Information.

Any person acting as a director of the Corporation shall be fully protected, and shall be deemed to have complied with the standard of care set forth in Section 2 of this Article, in relying in good faith upon any information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by (a) one or more officers or employees of the Corporation whom such person reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants, or other persons as to matters such person reasonably believes are within the person's professional or expert competence; or (c) a committee of the Board of Directors of which such person is not a member, if such person reasonably believes the committee merits confidence; provided, however, that such person shall not be considered to be acting in good faith if such person has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

Section 7.4. Indemnification.

The Corporation shall indemnify any Director or officer or former Director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actual]y and reasonably incurred by the person in connection with the defense of any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative ("Proceeding"), in which he was, is made, or is threatened to be made, a party by reason of being or having been a Director or officer or former Director or officer of the Corporation, or serving or having served at its request as a director or officer of another corporation, except in relation to matters as to which the person's acts or omissions are adjudged in the action, suit, or proceeding to be a breach of the person's duty to the Corporation. Such duty to the Corporation shall be to discharge the duties of the office in a manner that does not constitute willful misconduct or recklessness in the exercise of good faith and reasonable belief that the action or actions were in or not opposed to the best interests of the Corporation. The termination of any Proceeding by adverse judgment, order, or settlement (whether with or without court approval) shall not, alone, create a presumption that the Director or officer or former Director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, did not properly discharge his duty to the Corporation. If several claims, issues, or matters are involved, a Director or officer or former Director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, may be entitled to indemnification concerning some matters even though indemnification may or can not be given concerning other matters. Any Director or officer serving in any capacity for another corporation, who were it not for the influence or vote of the Corporation would not be so serving, shall be deemed to be serving at the request of the Corporation. In addition:

(a) To the extent that an individual has been successful on the merits or otherwise in defense of a Proceeding referred to in this Section 7.4, or in defense of any claim, issue or matter therein, the individual shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred in connection therewith.

(b) Any indemnification against underlying liability provided for in this Section 7.4 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of any Director or officer or former Director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Section 7.4. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) if such an independent quorum is not obtainable, by majority vote of a committee duly designated by the full Board of Directors (in which designation directors who are parties may participate), consisting solely of at least two (2) directors not at the time parties to the proceeding; (c) by special legal counsel (1) selected by the independent quorum of the Board of Directors (or the independent committee thereof if no such quorum can be obtained), or (2) if no such independent quorum or committee thereof can be obtained, selected by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or (d) by the members, other than directors who are at the time parties to the proceeding. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible. However, if the determination is made by special legal counsel, authorization of indemnification and evaluation to the reasonableness of expenses shall be made by those entitled to select special legal counsel. Notwithstanding the foregoing, any Director or officer or former Director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, shall be able to contest any determination that he or she has not met the applicable standard of conduct by petitioning a court of appropriate jurisdiction.

(c) Expenses incurred in defending any Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of any Director or officer or former Director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, to repay the amount paid by the Corporation if it shall ultimately be determined that he or she is not entitled to indemnification as provided in this Section 7.4. Such undertaking must be an unlimited general obligation of the Director, is not required to be secured and may be accepted without reference to financial ability to make repayment. The Director must also furnish the Corporation with a written affirmation of the Director's good faith belief that the Director has met the standard of conduct described in this Section 7.4. No advance shall be given if the Corporation has completed the determination of conduct procedure as provided for in Section 7 4(b) of this Article VII and it is determined that the individual will be precluded from indemnification. Determinations and authorizations of payments under this Section 7.4(c) shall be made in the manner specified in Section 7.4(b).

(d) The indemnification and advance for expenses provided by this Section 7.4 shall not be deemed exclusive of any other rights to which those seeking indemnification and advance for expenses may be entitled under any Articles of the Corporation, any other bylaw provision, resolution of the Board of Directors or members, vote of members as a matter of law, or otherwise, both as to actions in the officer's or director's official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(e) The indemnification and advancement of expenses provided by, or granted pursuant to, the Bylaws shall vest at the time of occurrence or performance of any event, act or omission giving rise to any action, suit or proceeding of the nature referred to in these Bylaws and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration or other modification of any or all of these provisions.

Section 7.5. Insurance.

The Corporation may purchase and maintain insurance on behalf of an individual who is or was (1) a director, (2) an officer, (3) an employee or agent of the Corporation or (4) while a Director, an officer, an employee or an agent of the Corporation, is or was serving at the request of the Corporation as a director, an officer, a partner, a trustee, an employee, or an agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise covering liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a Director, officer, employee or agent, whether or not indemnification would be provided under Section 7.4 of this Article VII.

ARTICLE VIII

Changes to Bylaws

Section 8.1. Changes to Bylaws.

These Bylaws may be altered, amended or repealed or new Bylaws may be made or adopted at an annual, regular or special meeting by affirmative vote of a majority of all voting members.

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