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reasonably be construed to be adverse to the Corporation ' s interest were disclosed in good faith in advance by such member of the Board or Officer to the Board , and such facts are reflected in the minutes of the Board meeting ; and 9 . 15-3 Such interested member of the Board or Officer has , as determined by the judgment of the Board ; ( i) made the disclosures and fully responded to questions concerning the matters referred to in (4 ) and (-2) above ; ( ii) fully met the burden of proof that the contract or transaction is fair and reasonable to the Corporation at the time such contract or transaction is authorized ; and (iii) not otherwise significantly influenced the action of the Board with respect to the contract or transaction ; and all such determinations by the Board_ _ are reflected in the minutes of the Board meeting ; and 9 . 154 Such interested member of the Board or Officer was not present at - the meeting table , if the meeting -is _ a public meeting , or the meeting room , if the meeting is - - - one in which the public is not entitled to attend , during the discussion of and vote on the - contract or transaction that results in a conflict of interest ; and 9 . 15-5 The Board authorized such contract or transaction by a vote - of - at least a majority of the members of the Board present at a meeting at which a quorum was present , and such interested member of the Board or Officer may be counted in determining the presence of a quorum . - Section 9 . 16. RULES . - The Board may adopt, - amend or repeal rules (not inconsistent with these Bylaws) forthe the management of the internal affairs of the Corporation_ and_ the - governance of its Officers , agents , Board_ Committees , and employees . Section 9 . 17 . VOTING OF SHARES OWNED BY THE CORPORATION. - Unless otherwise ordered by the Board , the Chairman shall have full power and authority on behalf of the Corporation to attend , . to Note and - to grant proxies to be used at any meeting of shareholders of any corporation or otherwise exercise rights of any entity in which the Corporation may hold stock or otherwise be a member . The Board may confer like powers upon any other person or persons . Section 9 . 18 . VOTE BY PRESIDING OFFICER . The person acting as presiding officer at any meeting held pursuant to these Bylaws shall , if a voting member thereof, be entitled to vote on the same basis as if not acting as a presiding officer . Section 9 . 19 . GENDER AND NUMBER. Whenever the context requires , the gender of all words used herein shall include the masculine , feminine and neuter , and the number of all words shall include the singular and plural thereof. Section 9 . 20 . ARTICLES AND OTHER HEADINGS . The Article and other headings contained in these Bylaws are for reference purposes only and shall not affect the meaning or interpretation of these Bylaws . 24