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<br /> (a) Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and
<br /> in which any director or officer of the corporation, its parent or subsidiary (a mere
<br /> common directorship shall not be considered such an interest) had a direct or indirect
<br /> financial interest.
<br /> (b) Any indemnifications or advances aggregating more than $1,000 paid during the fiscal
<br /> year to any officer or Director of the corporation pursuant to Article 11 hereof, unless
<br /> such indemnification has already been approved pursuant to Section 11.01.
<br /> ARTICLE 10. EXECUTION OF INSTRUMENTS
<br /> Section 10.01 Proper Officers
<br /> Except as hereinafter provided or as required by law, all checks, drafts, notes, bonds,
<br /> acceptances, deeds, leases, contracts, bills of exchange, orders for the payment of money,
<br /> licenses, endorsements, powers of attorney, proxies, waivers, consents, returns, reports,
<br /> applications, notices, mortgages and other instruments or writings of any nature, which require
<br /> execution on behalf of the Corporation, shall be signed by two different persons who are
<br /> authorized signatories of the Corporation, with the exception that checks in the amount of up to
<br /> $10,000 or less may be signed by one authorized signatory. The Board of Directors may from
<br /> time to time authorize any such documents, instruments or writings to be signed by such
<br /> Officers, agents or employees of the Corporation or any one of them, in such manner as the
<br /> Board of Directors may determine.
<br /> Section 10.02 Facsimile Signatures
<br /> The Board of Directors may, from time to time by resolution, provide for the execution of any
<br /> corporate instrument or document; including but not limited to checks, warrants, letters of credit,
<br /> drafts and other orders for the payment of money, by a mechanical device or machine or by the
<br /> use of facsimile signatures under such terms and conditions as shall be set forth in any such
<br /> resolution.
<br /> ARTICLE 11. CONTRACTS AND LOANS WITH DIRECTORS AND OFFICERS
<br /> Section 11.01 Contracts with Directors and Officers
<br /> (a) No Director or Officer of this Corporation, nor any other corporation, firm, association, or
<br /> other entity in which one or more of this Corporation's Directors or Officers are directors
<br /> or have a material financial interest, shall be interested, directly or indirectly, in any
<br /> contract or other transaction with this Corporation, unless:
<br /> (i) The material facts regarding such Director's or Officer's financial interest in such
<br /> contract or transaction and/or regarding such common directorship, officership, or
<br /> financial interest are fully disclosed in good faith and are noted in the minutes, or are
<br /> known to all members of the Board prior to consideration by the Board of such contract
<br /> or transaction;
<br /> Bylaws Amended: 01/27/2013; 04/02/2013; 10/05/2013; 01/26/2014; 04/18/2014; and
<br /> 01/25/2015, 01/29/2021, 01/28/2024
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