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12 <br />Attachment 1 <br />ARTICLE VIII <br />INDEMNITY OF DIRECTORS AND OFFICERS <br />The private property of the Directors and officers shall be exempt from execution <br />or other liability for any debts of the Company, and no Director or officer shall be <br />personally liable or responsible for any debts or liabilities of the Company. <br />The provisions of N.C.G.S. Chapter 55A, Article 8, Part S, or any successor <br />provision, shall fully apply without restriction or limitation as to indemnification of and <br />advancing litigation expenses to Directors, officers, employees or agents of the Company. <br />All officers and Directors shall be deemed to have relied on this provision. <br />To the extent provided in N.C.G.S. Section 55A -8 -60, except as limited by <br />N.C.G.S. Section 55A -2 -02, no Director, officer, employee or agent of the corporation <br />shall be personally liable for money damages as a result of any action for breach of such <br />person's duty as a Director, officer, employee or agent of the corporation, whether by or <br />in the right of the corporation or otherwise. <br />No amendment or repeal of this article, nor the adoption of any other amendment <br />to these Articles or these Bylaws inconsistent with this provision, shall eliminate or <br />reduce the protection granted herein with respect to any matter that occurred prior to such <br />amendment, repeal or adoption. <br />ARTICLE IX <br />AMENDMENTS TO BYLAWS <br />9.01. In General. These Bylaws may be altered, amended or repealed and new <br />Bylaws may be adopted by the affirmative vote of two - thirds of the Directors present at <br />any regular or special meeting, provided a quorum, as provided in these Bylaws, be <br />present and provided the notice of such meeting shall have contained a copy of the <br />proposed alteration, amendment or repeal, or such requirement shall have been duly <br />waived by all Directors. <br />9.02. County Consent Required. Notwithstanding the provisions of Section 9.01, <br />no provision of these Bylaws shall be changed in any way, and no new provisions shall <br />be added to these Bylaws, except with the unanimous approval of all County Directors. <br />