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April 3 , 1990 <br /> 8 . 2 Succeeding board of directors shall be elected by the <br /> members in the manner specified from time to time in the by - laws and <br /> shall hold office until their successors are respectively elected or <br /> qualified . The by - laws may classify directors as to term of office . <br /> 8 . 3 Acts approved by a majority of the directors present and <br /> voting at any meeting of the board of directors at which a quorum has been <br /> established shall constitute the acts of the board unl :Fss a larger percent - <br /> age vote is required by these Articles or the by - laws . <br /> 8 . 4 One or more committees may be designated by the by - laws , <br /> or by resolution ( s ) of the board , with specified name ( s ) to have and <br /> exercise , only to the extent provided in each designation , the powers of <br /> the board of directors in the management of the activities and affairs of <br /> the Corporation . <br /> 8 . 5 The board of directors shall elect from among its members <br /> such officers as the by - laws may specify who shall , subject to the <br /> provisions of law , have such titles and exercise such duties as the by - <br /> laws may provide . <br /> 8 . 6 No director or officer of the Corporation shall receive <br /> compensation for service in such capacity to the Corporation . <br /> 8 . 7 The board of directors is expressly authorized to make , <br /> amend or repeal the by - laws in accordance with the terms therefor <br /> specified in the by - laws at the time of such board action . <br /> 8 . 8 The Corporation may by its by - laws confer powers upon its <br /> board of directors in addition to those stated above and expressly <br /> conferred by law , provided that the board shall not exercise any power or <br /> authority conferred herein or by statute exclusively upon the members . <br /> �%RTICLE IX <br /> 9 . 1 This Corporation shall have the power to indemnify any <br /> person made party to any threatened , pending or completed action, suit or <br /> proceeding , whether civil , criminal , administrative or investigative , and <br /> whether or not brought by or in the right of this Corporation , brought to <br /> impose any liability or penalty on such person , for an act or acts that have <br /> been or alleged to have been committed ( including alleged or actual <br /> omissions or failures to act ) by such person , except as constitutes gross <br /> negligence or willful misconduct , in such persons capacity as a director, <br /> officer or agent of this corporation . <br /> 9 . 2 The indemnification as provided in 9 . 1 may be against <br /> judgements , fines , reasonable attorney fees , actually and necessarily <br /> 4 <br />