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22 <br /> the Director's death, or resignation or disqualification or <br /> removal. <br /> Section 14. Compensation of Directors. Directors shall not <br /> receive any compensation for their services as such; provided, <br /> however, nothing herein contained shall be construed to preclude <br /> any person who is a Director from also serving the corporation in <br /> another capacity and receiving just and reasonable compensation <br /> therefor. In the case of compensation paid or voted for services <br /> of a Director, the standard of what is "just and reasonable" is <br /> what would be paid for such services at arm's length under <br /> competitive conditions. <br /> Section 15. Director's Adverse Interest. Any corporate <br /> transaction in which a Director has an adverse interest must be <br /> approved in good faith by a majority, not less than two (2) , of the <br /> disinterested Directors present even though less than a quorum, <br /> irrespective of the participation of the adversely interested <br /> Director in the approval. <br /> Section 16. Certain Director Liability. In addition to other <br /> liabilities imposed by law upon directors, a Director shall be <br /> subject to the following liabilities: <br /> (a) All Directors who vote for or assent to any distribution <br /> of assets of the corporation contrary to any lawful restrictions in <br /> the North Carolina Nonprofit Corporation Act, the Articles of <br /> Incorporation of the corporation, or these by-laws, shall be <br /> jointly and severally liable to the corporation for the amount of <br /> such distribution; provided, such liability shall not exceed the <br /> Ral2\R55090-006\0047496.06\10-07-94 13 <br />