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36 <br /> Section 4 . Amendment to By-laws. These by-laws may be <br /> altered, amended, or repealed, and new by-laws may be adopted by a <br /> majority of the Directors then in office; provided, however, at <br /> least seven (7) days notice in writing shall be given of the <br /> intention to alter, amend, or repeal or to adopt new by-laws. <br /> Section 5. Officer, Director, Emblovee, and Agent <br /> Indemnification. <br /> (a) The corporation shall indemnify any Director or <br /> officer or former Director or officer of the corporation or <br /> any person who may have served at its request as a director or <br /> officer of another corporation, partnership, joint venture, <br /> trust or other enterprise against liabilities and reasonable <br /> litigation expenses, including attorneys' fees, incurred by <br /> the Director or officer in connection with any action, suit or <br /> proceeding in which the Director or officer is made or <br /> threatened to be made a party by reason of being or having <br /> been such Director or officer, except in relation to matters <br /> as to which the Director or officer shall be adjudged in such <br /> action, suit or proceeding to have acted in bad faith or to <br /> have been liable or guilty by reason of willful misconduct in <br /> the performance of duty. <br /> (b) The corporation may purchase and maintain insurance <br /> on behalf of any person who is or was a Director, officer, <br /> employee or agent of the corporation or is or was serving at <br /> the request of the corporation as a director, officer, <br /> employee, or agent of another corporatidn, partnership, joint <br /> Ra12\R55090-006\0047496.06\10-07-94 27 <br />