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17 <br /> ARTICLE XI <br /> MISCELLANEOUS <br /> Section 1 . Fiscal Year: The Board of Directors is <br /> authorized to fix the fiscal year of the Corporation and to change <br /> the same from time to time as it deems appropriate. <br /> Section 2 . Seal: The Corporate seal shall be in such form as <br /> the Board of Directors may from time to time determine. <br /> Section 3 . Annual Audit : Not later than three (3 ) months <br /> after the close of each fiscal year, the Corporation shall have an <br /> independent audit prepared detailing the financial condition of the <br /> Corporation. <br /> Section 4 . Indemnification: Any person who at any time <br /> serves or has served as a director, officer, employee or agent of <br /> the Corporation for any other enterprise, shall have a right to be <br /> indemnified by the Corporation to the fullest extent permitted by <br /> law against: <br /> a. reasonable expenses, including attorneys ' fees, <br /> actually and necessarily incurred by him in <br /> connection with any threatened, pending or completed <br /> action, suit or proceedings,whether administrative <br /> or investigative, and whether or not brought by or <br /> on behalf of the Corporation, seeking to hold him <br /> liable by reason of the fact that he is or was <br /> acting in such capacity; and <br /> b. reasonable payments made by him in satisfaction of <br /> any judgement, money decree, fine, penalty or <br /> settlement for which he may become liable in any <br /> such suit or preceeding. <br /> The Board of Directors of the Corporation shall take all such <br /> actions as may be necessary and appropriate to authorize the <br /> Corporation to pay the indemnification required by this By-law, <br /> including without limitation, to the extent needed, making a good <br />