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<br />'--" <br /> <br />being or having been directors or officers, or a director or <br />officer, of the corporation or of such other corporation, <br />except in relation to matters as to which any such director <br />or officer, or former director or person, shall be adjudged <br />in any such action, suit, or proceeding to be liable for <br />negligence or misconduct in the performance of duty. Such <br />indemnification shall not be deemed exclusive of any other <br />rights to t~hich those indemnified may be entitled under any <br />By-Law, agreement, vote of stockholders, or otherwise. <br /> <br />ARTICLE VIII <br /> <br />Di vidends_ <br /> <br />Dividends upon the capital stock of the corporation may <br />be declared by the Directors at any general or special <br />meeting payable out of any available profits or surplus. <br /> <br />ARTICLE IX <br /> <br />Seal <br /> <br />The Board of Directors shall provide a corporate seal, <br />which shall be circular in form, and shall have inscribed <br />thereon the name of the corporation, the state of <br />incorporation, and the work "Seal", <br /> <br />--- <br /> <br />ARTICLE K <br /> <br />Amendments <br /> <br />The Board of Directors, by the affirmative vote of a <br />majority of a quorum of its members, may alter, amend, or <br />revoke these By-Laws at any regular or special meeting of the <br />Board, <br /> <br />ARTICLE XI <br /> <br />Fiscal Year <br /> <br />The fiscal year of the corporation shall be such year as <br />shall be adopted by the Board of Directors. <br /> <br />-.- <br />