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Section 9 . 12 . INSURANCE. Nothing herein provided shall limit or otherwise affect the power of the Corporation to purchase and maintain insurance on behalf of any person who is or was an Officer , member of the Board , employee or agent of the Corporation or is or was serving at the request of the Corporation , against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such , whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of these Bylaws or any applicable law. To the extent such insurance operates to protect any person against liability , the Corporation ' s obligation to indemnify shall be deemed satisfied . Section 9 . 11 - ADDITIONAL ORGANIZATIONS . The Board may authorize- the formation of such - subsidiary , auxiliary , associated and affiliated organizations as would in the opinion of the Board assist in the fulfillment of the purposes of the Corporation . The organizational documents of any subsidiary , auxiliary , associated or affiliated - organization so authorized shall be subject to the approval of the Board . Such organization shall be subject to these Bylaws and all authorizations , irrespective of their terms , shall be revocable at any time in the discretion of the Board . Section 9 . 14 . REVOCABILITY OF AUTHORIZATIONS . No authorization , assignment , referral or . delegation of authority by the Board to any committee , Officer , agent or other official of the -Corporation , employee , or any other organization which is auxiliary to, associated or affiliated with , _or conducted under the auspices of the Corporation shall preclude the Board from exercising the_ authority required to meet its responsibility for the conduct of the business of the Corporation . The Board shall retain the right - to rescind - any such authorization , assignment, referral or delegation in its sole discretion . Section 9. 15. DUALITY OF INTERESTS . Except for contracts and transactions between the Corporation_ and any subsidiary corporation , any contract or transaction between the Corporation and one or more of the members of the Board or Officer , or a member of such persons family , or between the Corporation and any other corporation , firm , association or other entity in which - one or more of the members of the Board or Officer, or a member of such person ' s family are members of the board , trustees , officers or investors or have a financial or influential interest , shall be declared void unless all of the following - conditions are met : - - 9 . 154 The relevant and material facts as to such member of the Board or Officer , or a member of such person ' s , families , interest in such contract or transaction and as to any common directorship , officership , or financial or influential interest were disclosed in good faith in advance , by such member of the Board or Officer , to the Board or Board Committee , and such facts are reflected in the minutes of the Board or Board Committee meeting ; and 9 . 15.2 The relevant and material facts , if any , known to such interested member of the Board or Officer with respect to such contract or transaction which might 23