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GOVERNANCE

Section 7.4. OTHER REPORTS TO SHAREHOLDERS

a. If the corporation indemnifies or advances expenses to any officer or director (as provided in Section 11.1), other than by court order,
by shareholder action or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting, or prior to such ABOUT HASKELL
meeting if the indemnification or advance occurs after the giving of notice but prior to the time of the meeting, which report shall specify
the persons paid, the amounts paid and the nature and status at the time of such payment of the litigation or threatened litigation.
b. If the corporation issues or authorizes the issuance of shares for promises to render services in the future, the
corporation shall report in writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next shareholders' meeting.

ARTICLE VIII - DIVIDENDS
Section 8.1. DISTRIBUTIONS STRATEGIC VISION
The Board of Directors of this corporation may, from time to time, declare and the corporation may pay, dividends as permitted by law on
its shares in cash or property, except if, after giving effect to the distribution, (a) the corporation would not be able to pay its debts as they
became due in the ordinary course of business or (b) the corporation's total assets would be less than the sum of its total liabilities plus
the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights
upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. The record date for shareholders
entitled to a distribution shall be fixed by the Board of Directors, or, if not so fixed, shall be the date the Board of Directors authorizes
the distribution (except in the case of distributions involving a purchase, redemption or other acquisition of the corporation's shares).
Section 8.2. SHARE DIVIDENDS FINANCIALS
The Board of Directors may, from time to time, declare and issue shares pro rata and without consideration to the corporation's
shareholders. Shares of one class or series may not be issued to shareholders of another class or series unless:
a. authorized by the Certificate of Incorporation;
b. a majority of the votes entitled to be cast by the class or series to be issued approves the issue; or
c. there are no outstanding shares of the class or series to be issued. The record date for shareholders entitled to a share dividend
shall be fixed by the Board of Directors, or, if not so fixed, shall be the date the Board of Directors authorizes the share dividend.

ARTICLE IX - CORPORATE SEAL GOVERNANCE
Section 9.1. FORM

The Board of Directors may provide a corporate seal which shall have the name of the corporation
inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

ARTICLE X - AMENDMENTS
Section 10.1. POWER TO AMEND
These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by either the Board of Directors or the BOARD OF DIRECTORS
shareholders; provided, however, that the Board of Directors may not alter, amend or repeal any bylaw adopted by the shareholders
if the shareholders specifically provide that such bylaw is not subject to amendment or repeal by the Board of Directors.

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