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10 <br />CONTRACTS, LOANS, CHECKS, AND DEPOSITS <br />Section 1.Contracts. The Board of Directors may authorize any <br />officer or officers, agent or agents, to enter into any contract or <br />execute and deliver any instrument in the name of and on behalf of the <br />corporation, and such authority may be general or confined to specific <br />instances. All such contracts shall be in accordance with the annual <br />budget approved by the Board of Directors at its Annual Meeting. <br />Section 2. Loans. No loans shall be contracted on behalf of the <br />corporation and no evidences of indebtedness shall be issued in its <br />name unless authorized by a resolution of the Board of Directors. <br />Such authority may begeneral or confined to specific instances. <br />Section 3.Checks and Drafts. All checks, drafts or other <br />orders for the payment of money, issued in the name of the <br />corporation, shall be signed by such officer or officers, agent or <br />agents of the corporation and in such manner as shall from time to <br />time be determined by resolution of the Board of Directors. <br />Section 4.Deposits. All funds of the corporation not otherwise <br />employed shall be deposited from time to time to the credit of the <br />corporation in such depositories as the Board of Directors may select. <br />ARTICLE IX <br />GENERAL PROVISIONS <br />Section 1.Seal. The corporate seal of the corporation shall <br />consist of two concentric circles between which is the name of the <br />corporation and in the center of which is inscribed SEAL; and such <br />seal, as impressed on the margin hereof, is hereby adopted as the <br />corporate seal of the corporation. <br />Section 2. Waiver of Notice. Whenever any notice is required to <br />be given to any Director by law, by the charter or by theseBylaws, a <br />waiver thereof in writing signed by the person or persons entitled to <br />such notice, whether before or after the time stated therein, shall be <br />equivalent to the giving of such notice. <br />Page 8 of 10 <br />Section 3. Fiscal Year. The fiscal year of the corporation shall be <br />the calendar year, from January 1st to December 31st. <br />Section 4.Amendments. After thirty (30) days written notice to <br />all Directors, and subject to the approval requirement stated herein, <br />theseBylaws may be amended or repealed and new Bylaws may be adopted <br />by the affirmative vote of a two-thirds majority of the Board of <br />Directors present and voting at any Regular, Annual or Special Meeting <br />duly and properly called. The notice of any such meeting shall <br />include notice that a vote to amend or repeal the Bylaws (as the case <br />may be) shall be taken at such meeting and a copy of the proposed <br />change. Provided further, amendment of this paragraph and amendment <br />of provisions stated in these Bylaws regarding: (I) the management of <br />the Corporation; (ii) the qualification of directors; (iii) merger; <br />(iv) acquisition; (v) sale of assets; (vi) purchase of assets; and <br />(vii) the distribution of assets upon dissolution shall require the <br />unanimous vote of all directors in office at the time such amendment <br />is undertaken. <br /> <br />