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Article VII

Miscellaneous

Section 7.1: Limitation of Liability
Section 7.2: Power to Amend, Alter or Repeal Bylaws

Section 7.1 Limitation of Liability. The Corporation, the Board of Directors, the Officers, the committee members or any other party acting within the scope of his or her duties described in these Bylaws shall not be liable to any Person for any action or failure to act if the action or failure to act was in good faith and without malice.

Section 7.2 Power to Amend, Alter or Repeal Bylaws. A simple majority of the shareholders in good standing may amend, alter or repeal these Bylaws in whole or in part whenever they deem it necessary. A two-thirds majority of the Board of Directors may amend, alter or repeal any provision in these Bylaws except any provision governing:

  1. number, designation or composition of the Board of Directors;
  2. term of office;
  3. qualifications for office;
  4. removal from office;
  5. compensation; or
  6. the powers of the Board of Directors to alter, amend or repeal these bylaws.


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