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t � BYLAWS — HOMELESS ASSISTANCE CENTER, INC. February, 2003 9.4 COMPENSATION TO OTHERS THAN EMPLOYEES OR BOARD MEMBERS The 'Board of Directors may make such contracts and employ such agents, brokers and attorneys, as it deems necessary or appropriate to accomplish the Corporation ' s purposes . Directors and Officers and firms and corporation in which Directors and Officers are interested, may be parties to such contracts and may be employed . Any _person, firm or corporation with which the Corporation makes any such contract, or which it so employs, may be paid reasonable compensation for performing such contracts or -rendering such services . There shall be no reimbursement or compensation without proper receipts . 9.5 CONTRACTS The Board of Directors may authorize any Officer or agent of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation . Such authority may be general or confined to specific instances . 9.6 BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall also keep records of the actions and .proceedings of the Corporation. Such books and records shall be open to inspection by the director [s] of the Corporation at any reasonable time . 9.7 CORPORATE SEAL The seal -of the Corporation shall be circular in form and bear the name of the Corporation, words and figures indicating incorporation in the State, and the year of incorporation . 9.8 ANNUAL REPORT The President shall cause a Corporation Annual Report to be submitted to the Board of Directors each year at the annual meeting. 9.9 EMPLOYEES The Board of Directors may employ such personnel, including a full-time Executive Director, as it deems necessary or desirable for the efficient operation of the Corporation. 14o employee of the Corporation will be a member of the Board of Directors . In the event a Director becomes an employee, he or she will immediately tender resignation from the Board . ARTICLE X CONFLICTS OF INTEREST 10. 1 IN GENERAL At the Annual Meeting, following election to the Board of Directors, each Director shall execute the Corporation's General 'Statement of Lack of Conflict of Interest. During the course of each Director's term of office, circumstances may arise which may result in a specific conflict of interest. Such specific conflicts of interest may include, but are not limited to, a possible significant financial or influential interest in the outcome of a Board decision . 10.2 POLICIES AND PROCEDURES The Board of Directors may adopt, amend or repeal policies or procedures regarding any issues concerning conflicts of interest. These policies may include, but are not limited to, requirements 11