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<br />. <br /> <br />. <br /> <br />any material facts within such person's knowledge that bear on the advisability of such <br />transaction from the standpoint of the corporation; and (c) not be entitled to vote on the decision <br />to enter into such transaction. <br /> <br />Section 8.5 Loans to Directors and Officers Prohibited. No loans shall be made by the <br />corporation to any of its directors or officers. Any director or officer who assents to or <br />participates in the making of any such loan shall be liable to the corporation for the amount of <br />such loan until it is repaid. <br /> <br />Section 8.6 Amendments. Subject to repeal or change by action of the shareholders, <br />the power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the <br />board of directors; provided, however, that no change to these bylaws shall limit or repeal the <br />voting rights of any class of shareholders unless such change is adopted by the affirmative vote <br />of a majority of the shareholders of such class. <br /> <br />Section 8.7 Severability. The invalidity of any provision of these bylaws shall not <br />affect the other provisions hereof, and in such event these bylaws shall be construed in all <br />respects as if such invalid provision were omitted. <br /> <br />(END) <br /> <br />fd0985 <br /> <br />-12- <br />