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GOVERNANCE

Section 4.12. ACTION WITHOUT A MEETING

Any action required to be taken at a meeting of the Board of Directors or at a meeting of a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action to be so taken, signed by all of the directors,
or all the members of the committee, as the case may be. is filed in the minutes of the proceedings of the board or of
the committee. Action taken under such a consent shall be effective when the last director signs the consent (unless ABOUT HASKELL
the consent provides a different effective date), and shall have the same effect as a unanimous vote.
Section 4.13. DIRECTOR CONFLICTS OF INTEREST

a. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association, or
entity in which one or more of the directors are directors or officers or are financially interested, shall 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 purpose, if:

i. 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 STRATEGIC VISION
the purpose without counting the votes or consents of such interested directors; or
ii. The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and
they authorize, approve, or ratify such contract or transaction by vote or written consent; or
iii. The contract or transaction is fair and reasonable as to the corporation at the time
it is authorized by the board, a committee or the shareholders.
b. 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 which authorizes, approves or ratifies such contract or transaction. FINANCIALS

c. For purposes of Subsection 4.13(a)(ii), a conflict of interest transaction is authorized, approved, or ratified if it receives the
vote of a majority of the shares entitled to be counted under this Section 4.13. Shares owned by or voted under the control
of a director who has a relationship or interest in the transaction described in section (a) may not be counted in a vote of
shareholders to determine whether to authorize, approve, or ratify a conflict of interest transaction under Subsection 4.13(a)
(ii). The vote of those shares, however, shall be counted in determining whether the transaction is approved under other
Sections of these bylaws. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the
transaction under this Section 4.13 constitutes a quorum for the purpose of taking action under this Section 4.13.

ARTICLE V - OFFICERS GOVERNANCE
Section 5.1. OFFICERS

This corporation shall have a President, a Vice President, a Secretary and a Treasurer. Each officer shall be appointed by the Board
of Directors at the first meeting of the Board of Directors held following each annual meeting of the shareholders, and shall serve
until its successor is chosen and qualifies. All other officers, agents and factors shall be chosen, serve for such terms and have
such duties as may be determined by the Board of Directors. Any person may simultaneously hold two or more offices.
Section 5.2. DUTIES
The officers of this corporation shall have the following duties: BOARD OF DIRECTORS
a. The President shall be the chief executive officer of the corporation, shall have general and active
management of the business and affairs of the corporation subject to the directions of the Board of
Directors, and shall preside at all meetings of the shareholders and Board of Directors.

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