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thirds (2/3 ) of the Directors entitled to vote at a meeting at which a quorum was present, and such <br /> interested Director or Officer was not counted in determining the presence of a quorum or <br /> determining a two -thirds (2/3 ) vote ; and <br /> E . Such interested Director or Officer was not present at the time the vote was taken. <br /> The Board may adopt duality of interest policies for the Corporation including, <br /> without limitation, requirements and procedures with respect to : <br /> 1 . Regular annual statements and periodic supplements thereto by Directors, <br /> Officers, professional advisors, key employees , and other officials of the <br /> Corporation . <br /> 2 . Limitations on permitted external positions and interest. <br /> 3 . Corrective action with respect to transgressions of such policies . <br /> ARTICLE 16 <br /> DISCRIMINATION PROHIBITED <br /> In administering its affairs, the Corporation shall not discriminate against any person on <br /> the basis of race, color, national or ethnic origin, sex, age, handicap or marital status . <br /> ARTICLE 17 <br /> CONDUCT OF AFFAIRS <br /> A. The business and affairs of the Corporation shall be conducted in a manner <br /> consistent with the Code of Canon Law and all applicable directives and teachings of the Roman <br /> Catholic Church, the Mission Statement of Catholic Charities, Policies of the Diocese of Palm <br /> Beach, the Articles of Incorporation and these Bylaws . <br /> B . The Member(s) reserves the following rights : <br /> ( 1 ) The right to appoint the Executive Director; <br /> (2) The right to appoint legal counsel ; <br /> (3 ) The right to appoint the outside auditor, <br /> (4) The right to approve the capital and operating budget; <br /> (5) The right of prior approval of the operating philosophy of the Corporation <br /> and any proposed changes thereto ; <br /> - 17- <br />