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shall prepare agendas and records, and perform such additional <br />duties as are authorized by the Board. <br />SECTION 3.08. COMPENSATION. No Trustee shall be compensated <br />for service as a Trustee. A Trustee may be reimbursed for out- <br />of-pocket expenses in attending meetings or for other authorized <br />travel on behalf of the Trust. No Trustee shall be employed or <br />engaged by the Board to provide professional or other services to <br />the Trust. <br />SECTION 3.09. STANDARD OF CARE. The Trustees shall use <br />ordinary care and reasonable diligence in the administration of <br />the Trust. Nothing contained in this Agreement, either expressly <br />or by implication, shall be deemed to impose any duties or <br />responsibilities on the Trustees other than those expressly set <br />forth in this Agreement. <br />SECTION 3.10. LIABILITY. A Trustee shall not be personally <br />liable for monetary damages to any person for any statement, vote <br />decision, or failure to act, regarding the management or policy of <br />the Trust unless: <br />(A) the Trustee breached or failed to perform his or her <br />duties as a Trustee; and <br />(B) the Trustee's breach of, or failure to perform, his or <br />her duties constitutes: <br />(1) A violation of the criminal law, unless the Trustee <br />had reasonable cause to believe such conduct was lawful or had <br />no reasonable cause to believe such conduct was unlawful. A <br />judgment or other final adjudication against a Trustee in any <br />criminal proceeding for violation of the criminal law shall <br />estop that Trustee from contesting the fact that such breach, <br />or failure to perform, constitutes a violation of the criminal <br />law; but 'does not estop the Trustee from establishing that <br />such Trustee had reasonable cause to believe that such conduct <br />was lawful or had no reasonable cause to believe that such <br />conduct was unlawful; <br />(2) A transaction from which the Trustee derived an <br />improper personal benefit, either directly or indirectly; or <br />(3) Recklessness or an act or omission which was <br />committed in bad faith or with malicious purpose or in a <br />manner exhibiting wanton and willful disregard of human <br />rights, safety, or property. <br />For the purposes of this Section 3.10, the term "recklessness" <br />means the acting or omission to act, in conscious disregard of a <br />risk: (i) known, or so obvious that it should have been known to <br />the Trustee; and (ii) known to the Trustee, or so obvious that it <br />12 <br />