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<br /> 9RAW067:00 <br /> Section 4.10. Duties. Directors shall exercise ordinary <br /> business judgement in managing the affairs of the Corporation. <br /> In acting in their official capacity as directors of this Corpo- <br /> ration, directors shall act in good faith and take actions they <br /> reasonably believe to be in the best interests of the corporation <br /> and that are not unlawful. In all other instances, the Board 0 f <br /> Directors shall not take any action that they should reasonably <br /> believe would be opposed to the corporation's best interests or <br /> would be unlawful. A director shall not be liable if, in the <br /> exercise of ordinary care, the director acts in good faith <br /> relying on written financial and legal statements provided by an <br /> accountant or attorney retained by the Corporation. <br /> Section 4.11. Manner of Actinq. The act of a majority of <br /> <br /> the Directors present at a meeting at which a quorum is present <br /> shall be the act of the entire Board of Directors, except where <br /> otherwise provided by law or by these Bylaws. Voting by proxy <br /> shall not be allowed. <br /> Section 4.12. Compensation. Directors as such shall not <br /> <br /> receive any compensation for their services; provided, that <br /> nothing contained herein shall be construed to preclude any <br /> Directors from serving the corporation in any other capacity and <br /> receiving compensation therefore. <br /> Section 4.13. Removal of Directors. The Board of Directors <br /> may vote to remove a director at any time, but only for good <br /> cause. Good cause for removal of a director shall include the <br /> unexcused failure to attend three (3) consecutive meetings of the <br /> Board of Directors. A meeting to consider the removal of a <br /> Page 5 <br />