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<br />Sec. 4. Quorum. Three (3) members of the Board of Directors <br />shall constitute a quorum for the transaction of business at any <br />meeting regularly called or adjourned. Any meeting of the <br />Directors, however called, shall be valid when every member of the <br />Board is present at such meeting, or shall give written consent in <br />the recorded minutes thereof. <br /> <br />Sec. 5. Indemnification of Directors and Officers. The Board <br />of Directors may authorize the Company to pay expenses incurred by <br />or to satisfy a judgment or fine rendered or levied against a <br />present or former employee of this Company in an action brought by <br />a third party against such person, whether or not the Company is <br />joined as a party defendant, to impose a liability or penalty on <br />such person for an act alleged to have been committed by such <br />person while an employee or by the Company or by both; provided, <br />the Board of Directors determines in good faith that such employee <br />was acting in good faith within what a Director reasonably believed <br />to be the scope of a Director's employment or authority and for a <br />purpose which a Director reasonably believed to be in the best <br />interests of the Company or its shareholders. Payments authorized <br />hereunder include amounts paid and expenses incurred in settling <br />any such action or threatened action. <br /> <br />Each Director and officer of the Corporation, whether or not <br />then in office, and the Director's personal representatives, shall <br />be indemnified by the Corporation against all fees, costs and <br />expenses actually and necessarily incurred by a Director or any <br />judgment awarded against a Director in connection with the defense <br />of any action, suit or proceeding in which a Director has or may be <br />involved or to which a Director may be made a party by the Director <br />being or having been such Director or officer, provided such <br />Director or officer has voted in good faith. Such fees, costs and <br />expenses shall include amounts reasonably paid in settlement for <br />the purpose of curtailing the costs of litigation. The foregoing <br />right of indemnification shall not be exclusive of other rights to <br />which a Director may be entitled as a matter of law or by <br />agreement. <br /> <br />No Director of the Lake Canal Company shall have any personal <br />liability to the Company or to its shareholders for monetary <br />damages for breach of fiduciary duty as a Director. This provision <br />shall not eliminate or limit the liability of a Director to the <br />Company or its shareholders for: Any breach of the Director's duty <br />of loyalty to the Company or its shareholders; acts or omissions <br />not in good faith or which involve intentional misconduct or a <br />knowing violation of law; or any transaction from which the <br />Director derived an improper personal benefit. <br /> <br />The provisions of this Section shall apply to the estate, <br />executor, administrator, personal representative, legal <br />representatives, heirs, legatees or devisees of a Director, officer <br />or employee, and the term "person" where used in the foregoing <br /> <br />2 <br />