Article 14. – Compensation, Conflicts of Interest and Personal Liability


Section 14.1. Compensation.
Members and directors shall not be compensated for serving as such, and shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such services; provided, that the same shall not place any tax exemption obtained by the corporation at risk.


Section 14.2. Conflicts of Interest.
The directors and officers of the corporation owe a fiduciary duty to the corporation to act in good faith and in a manner that they reasonably believe to be in the corporation's best interests. This duty of loyalty requires the corporation's directors and officers to exercise independent judgment on behalf of the corporation, placing the corporation's best interests ahead of personal interests. In furtherance of this fiduciary responsibility, the corporation shall have and comply with a conflict of interest policy, provided, that such policy shall require directors, officers, and key employees to disclose any personal financial interest in a transaction being considered by the corporation, and that unless the directors determine that such personal financial interest is immaterial, such director, officer, or key employee shall recuse himself or herself from discussion and voting on the matter and shall not be counted for purposes of a quorum (where applicable); provided, further, that until such a policy is formally adopted by the directors, this provision shall serve, and hereby does serve, as the Conflict of Interest Policy of the corporation. The corporation's Conflict of Interest Policy may, for purposes of consideration by independent directors of matters with respect to which a potential conflict of interest is present, vary the quorum and voting requirements specified in these Bylaws


Section 14.3. No Personal Liability.
The members, directors and officers of the corporation shall not be liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation shall look only to the funds and property of the Corporation for payment of any such contract or claim or for the payment of any debt, damage, judgment or decree, or of any money that may otherwise become due and payable to them from the Corporation, so that neither a member nor the directors or officers, present or future, shall be personally liable therefor.


Section 14.4. Acting in an Independent Manner.
All officers, directors, appointed committee members and authorized representatives of the Corporation shall act in an independent manner consistent with their obligations to the Corporation and applicable law, regardless of any other affiliations, memberships, or positions.


Section 14.5. Conflict of Interest and Affiliation Disclosure.
All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the Corporation has entered, or may enter, into contracts, agreements or any other business transaction, and shall refrain from voting on, or influencing the consideration of, such matters.


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