Page 38 - Board of Directors Orientation

GOVERNANCE

Section 10.2. REQUISITES FOR AMENDMENT BY SHAREHOLDERS

These bylaws (including any bylaw that may be amended by the Board of Directors) may be amended or repealed, wholly or in part,
by a majority of the shareholders entitled to vote thereon present at any shareholders' meeting if notice of the proposed action
was included in the notice of the meeting or is waived in writing by a majority of the shareholders entitled to vote thereon.
Section 10.3. BYLAWS INCREASING QUORUM OR VOTING REQUIREMENTS FOR DIRECTORS
A bylaw that fixes a greater quorum or voting requirement for the Board of Directors may be amended or repealed:
a. if originally adopted by the shareholders, only by the shareholders, or

b. if originally adopted by the Board of Directors, either by the shareholders or by the Board of Directors. A bylaw adopted
or amended by the shareholders that fixes a greater quorum or voting requirement for the Board of Directors may
provide that it may be amended or repealed only by a specified vote of either the shareholders or the Board of Directors.
Action by the Board of Directors to adopt or amend a bylaw that changes the quorum or voting requirement for the
Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action
under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

ARTICLE XI - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 11.1. INDEMNIFICATION OF DIRECTORS AND OFFICERS
This corporation shall indemnify each of its directors and officers and former directors and officers to the full extent permissible
under applicable law. Any such director or officer shall be entitled to indemnification by the corporation in any action, suit or
proceeding (including any appeal thereof) resulting from the fact that he is or was a director or officer of this corporation or is or
was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, if he acted in good faith and in a manner which he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe
his conduct was unlawful. The determination of whether the applicable standard of conduct has been met shall be made:
a. by the Board of Directors by a majority vote of a quorum of directors who were not parties to the action, suit or proceeding;
b. if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;
c. by the written opinion of independent legal counsel, selected by the Board of Directors prescribed in (a) above or the committee
prescribed in (b) above, or, if a quorum of directors cannot be obtained as provided in (a) above and a committee cannot be designated as
provided in (b) above, selected by a majority vote of the full Board of Directors (in which directors who are parties may participate); or

d. by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding,
or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.
Section 11.2 FURTHER INDEMNIFICATION

In addition to any, indemnification provided for in Section Il.l above, this corporation may make
such other and further indemnification or advancement of expenses of any of its directors, officers,
employees, or agents as may be approved from time to time by the Board of Directors.

36 Haskell | 2021 Board of Directors Orientation