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not .inconsistent with the Code, or these Articles of Incorpora- tion. 2. Transactions In Which Directors FIave An Interest. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members, or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its Directors are shareholders, members, directors, officers, or employees, or in which they are interested shall be valid for all purposes notwithstanding the presence of the Director or Directors at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or transaction, the interested Director or Directors to be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification. This Section shall not be construed to invalidate any con- tract or other transaction that would otherwise be valid under the common and statutory law applicable to it. 3. Compensation of Directors. The Board of Directors is authorized to make provision for reasonable compen- sation to its members for their services as Directors and to fix the basis and conditions upon which this compensation shall be paid. Any Director may also serve the Corporation in any other capacity and receive compensation therefor in any form. 4. Amendments to Articles of Incorporation. The Corporation reserves the right from time to time to amend, alter, or repeal any provision of its Articles of Incorpora- tion in any manner now or hereinafter permitted by the Code -4-