BY-LAWS

OF

LEXINGTON ODD FELLOWS CEMETERY, INC.

ARTICLE I: NAME, FORM OF ORGANIZATION, AND PURPOSES

Section 1.1 Name. The name of the corporation is:

LEXINGTON ODD FELLOWS CEMETERY, INC.

Section 1.2 Non-Profit and Tax-Exempt Status. The corporation is organized as a non-profit corporation under the State of Mississippi Non-Profit Corporation Act and as a tax-exempt organization under Section 501(c)(13) of the Internal Revenue Code, as amended. The corporation is for public benefit and shall have perpetual duration and succession.

Section 1.3 Purposes. The purposes for which the corporation is organized, as stated in its Articles of Incorporation, are as follows:

(a) To own, operate and maintain Odd Fellows Cemetery in Lexington, Mississippi.

(b) To receive, maintain, and accept as assets of the corporation, any property, whether real, personal, or mixed, by way of gift, bequest, devise or purchase from any person, firm, trust or corporation, to be held, administered, and disposed of exclusively for charitable, religious, and educational purposes within the meaning of Section 501(c)(13) of the Internal Revenue Code, as amended, and in accordance with and pursuant to the provisions of these articles of incorporation; but no gift, bequest, devise or purchase of any such property shall be received or made and accepted if it is conditioned or limited in such manner as shall require the disposition of income or principal to any organization other than a "charitable organization" or for any other purposes other than "charitable purposes" which would jeopardize the status of the corporation as an entity exempt from federal income tax pursuant to the relevant provisions of the Internal Revenue Code, as amended; and

(c) To exclusively promote and carry on any other charitable, religious or educational purposes and activities for which corporations may be organized and operated under the relevant provisions of the Internal Revenue Code, as amended, and under the State of Mississippi Non-Profit Corporation Act.

ARTICLE II: OFFICES

Section 2.1 Principal and Other Offices. The principal office of the corporation shall be located in the City of Lexington, Mississippi, at the address designated in the most recent annual report filed with the Secretary of State of the State of Mississippi. The corporation shall maintain at its principal office a copy of the corporate records specified in Section 7.5 of Article VII of these bylaws.

Section 2.2 Registered Office and Agent. The registered office of the corporation required by law to be maintained in the State of Mississippi may, but need not, be identical with the principal office. The corporation shall maintain a registered agent whose office is identical with the registered office. The corporation may change its registered office or registered agent from time to time in the manner required by law.

ARTICLE III. BOARD OF DIRECTORS

Section 3.1 General Powers and Authority of the Board. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation managed under the direction of the Board of Directors.

Section 3.2 Composition, Number, and Term. The Board of Directors shall be self-perpetuating, and the authorized number of directors of the corporation shall be not less than six (6), nor more than eight (8, as the Board of Directors shall determine from time to time. The exact number of directors, within the minimum and maximum, or the range for the size of the Board, or whether the size of the Board shall be fixed or variable-range, may be fixed, changed or determined from time to time by the Board of Directors. The size of the initial Board of Directors shall be eight (8) directors, as named in the organizational minutes of the corporation. Two (2) of said initial directors shall be elected for a period of four (4) year; two (2) of said initial directors shall be elected for a period of six (6) years; two (2) shall be elected for a period of eight (8) years, and two shall be elected for a period of ten (10) years. Despite the expiration of a director’s term, such director shall continue to serve until a successor is elected and qualifies or until there is a decrease in the number of directors.

Section 3.3 Election of Directors. Except as provided in Section 3.6 below relating to vacancies, directors shall be elected by the Board of Directors at its annual meeting. The Nominating Committee shall present a slate of nominees for election as directors. Nominations may also be made by directors from the floor. Those persons who receive a plurality of the votes cast shall be deemed to have been elected. If any director then holding office so demands, the election of directors shall be by secret ballot.

Section 3.4 Resignation of Directors. A director may resign by delivering a written notice to the Board of Directors, president or secretary of the corporation. A resignation is effective when the notice is received unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

Section 3.5 Removal of Directors. A director may be removed without cause by the vote of two-thirds (2/3) of the directors then in office. In addition, a director may be removed by the affirmative vote of a majority of the directors then in office for failing to attend three (3) consecutive, regular meetings of the Board of Directors, unless extenuating circumstances exist and such absences are excused by the remaining directors of the corporation. A director may further be removed by a vote of two-thirds (2/3) of the directors then in office for failure to attend at least two-thirds (2/3) of all meetings of the Board of Directors, within a calendar year, unless extenuating circumstances exist and such absences are excused by the remaining directors.

Section 3.6 Vacancies. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the Board of Directors may fill the vacancy provided that if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy only by the affirmative vote of a majority of all the directors remaining in office or by the sole remaining director. A director elected to fill a vacancy shall hold office until the next annual meeting of the Board of Directors, until the end of the unexpired term that such director is filling, until such director's death, resignation, removal or disqualification, or until such director's successor is elected and qualifies.

Section 3.7 Chairperson and Vice Chairperson. At their regular annual meeting, the Board of Directors shall select from their members a person who shall serve as chairperson of the Board of Directors and shall preside at all meetings of the Board of Directors and perform such other duties as may be prescribed from time to time by the Board. They shall further select from their members a person who shall serve as vice-chairperson of the Board of Directors and, in the absence of the Chairperson, or in the event of the death, inability or refusal to act of the Chairperson, shall preside at all meetings of the Board.

Section 3.8 No Compensation. The Board of Directors shall not receive any compensation to serve as a member of the Board of Directors for their services as such. Directors may be reimbursed for any expenses incurred in the performance of their duties.

ARTICLE IV. MEETINGS OF DIRECTORS

Section 4.1 Place of Meeting. All meetings of the Board of Directors shall be held in The City of Lexington, Mississippi, or at such other place as the Board of Directors may determine, within the State of Mississippi or the United States of America.

Section 4.2 Annual Meeting. The annual meeting of the Board of Directors, for the purpose of electing directors, appointing officers, approving a budget for the year, and transacting other business, shall be held at 2:00 o'clock, A.M., on the second Monday of February of each year, or at such other time as the Board of Directors may determine.

Section 4.3 Regular Meetings. Additional regular meetings of the Board of Directors may be held at 2:00 o'clock, A.M., on the second Monday of each month during the year, or at such other times and places as the Board of Directors may determine.

Section 4.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or twenty percent (20%) of the directors then in office. Such meetings may be held within The City of Lexington, Mississippi, unless some other place is agreed to by all directors of the corporation.

Section 4.5 Notice of Meetings. Regular meetings of the Board of Directors may be held without notice if the date, time and place of the meeting previously have been fixed by the board; otherwise, regular meetings must be preceded by at least two (2) days' notice to each director of the date, time and place, but not the purpose, of the meeting. Special meetings of the Board of Directors must be preceded by at least two (2) days' notice to each director of the date, time, place, and purpose of the meeting. Notice required by the foregoing provisions may be given by any usual means of communication and may be oral or written. However, any board action to remove a director or to approve a matter that would require approval of the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to Section 4.6 below. Oral notice is effective when communicated, if communicated in a comprehensible manner. Written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States Mail, as evidenced by the postmark, if mailed correctly addressed and with first-class postage affixed; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or, (d) thirty (30) days after its deposit in the United States Mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed. Written notice is correctly addressed to a director if addressed to the director's address shown in the corporation's current list of directors.

Section 4.6 Waiver of Notice. A director may at any time waive any notice required by law or these bylaws. Except as hereinafter provided in this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records. A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with law or these bylaws objects to lack of notice and does not thereafter vote for or assent to the objected to action.

Section 4.7 Quorum. A quorum of the Board of Directors consists two-thirds (2/3) of the number of directors authorized by this Board.

Section 4.8 Manner of Acting. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors, unless the vote of a greater number of directors is required by law or these bylaws.

Section 4.9 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (a) such director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (b) such director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) such director delivers written notice of dissent or abstention to the presiding officer of the meeting before adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Section 4.10 Meeting Via Communications Equipment. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 4.11 Action Without Meeting. Action required or permitted by law or these bylaws to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all of the duly elected and qualified directors of the corporation. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Section 4.12 Director Conflict of Interest Transactions. A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. For purposes of this section, a director has an indirect interest if: (a) another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction or (b) another entity of which the director is a director, officer or trustee is a party to the transaction. A conflict of interest transaction is not voidable or the basis of imposing liability on the director if the transaction was fair at the time it was entered into or is approved in advance as hereinabove provided. A transaction in which a director has a conflict of interest may be approved in advance by the vote of the Board of Directors or a committee of the board if: (a) the material facts of the transaction and the director's interest are disclosed or known to the board or committee of the board and (b) the directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation. For purposes of this section, a conflict of interest is approved if it receives the affirmative vote of a majority of the directors on the board or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be approved under this section by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to approve the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise approved as herein above provided.

ARTICLE V. OFFICERS

Section 5.1 Number. The officers of the corporation shall consist of a president, vice president, secretary, treasurer, and such assistant secretaries, treasurers and other officers as are appointed by the Board of Directors from time to time. The offices of President and Vice-President may not be held by the same person. The Board of Directors may permit the same person to hold the offices of Secretary and Treasurer.

Section 5.2 Appointment and Term. The principal officers of the corporation shall be appointed by the Board of Directors at its annual meeting. The Nominating Committee shall present a slate of nominees for appointment. Nominations may also be made from the floor. All nominees for the four (4) principal offices may be, but are not required to be, members of the Board of Directors. Each officer shall hold office for a period of one (1) year, or until such officer's death, resignation or removal, or until such officer's successor is elected and qualifies. Officers may be appointed to serve for consecutive successive terms, and the Board of Directors may appoint assistant secretaries, assistant treasurers, and other officers at such time or times as the need may arise. A vacancy occurring in a position of officer of the corporation may be filled at any time by the Board of Directors. The term of an officer elected to fill a vacancy shall expire at the end of the unexpired term that such officer is filling.

Section 5.3 Resignation and Removal. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the Board of Directors accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. The Board of Directors may remove any officer at any time with or without cause.

Section 5.4 Contract Rights of Officers. The appointment of an officer does not itself create contract rights. An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.

Section 5.5 President. The president shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these bylaws. The president may sign, with the secretary or any other proper officer of the corporation so authorized by the Board of Directors, any deeds, leases, mortgages, bonds, contracts or other instruments which lawfully may be executed on behalf of the corporation, except where the signing and execution thereof expressly shall be delegated by the Board of Directors to some other officer or agent of the corporation, or where required by law to be otherwise signed and executed. The president shall, in general, perform all duties incident to the office of president and such other duties as may be prescribed from time to time by the Board of Directors.

Section 5.6 Vice President. In the absence of the president, or in the event of the death, inability or refusal to act of the president, the vice president, unless otherwise determined by the Board of Directors, shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as may be assigned from time to time by the president or the Board of Directors.

Section 5.7 Secretary. The secretary shall: (a) prepare, or cause to be prepared, minutes of all meetings of the Board of Directors and of the Executive Committee; (b) authenticate records of the corporation when requested to do so; (c) give all notices required by law and by these bylaws; (d) have general charge of the corporate books and records and of the corporate seal, and affix the corporate seal to any lawfully executed instrument requiring it; (e) sign such instruments as may require such signature; (f) cause such corporate reports as may be required by state law to be prepared and filed in a timely manner; and (g) in general, perform all duties incident to the office of secretary and such other duties as may be assigned from time to time by the president or the Board of Directors.

Section 5.8 Assistant Secretaries. In the absence of the secretary or in the event of the death, inability or refusal of the secretary to act, the assistant secretaries, in the order of their length of service as assistant secretaries, unless otherwise determined by the Board of Directors, shall perform the duties of the secretary and, when so acting, shall have all the powers of and be subject to all the restrictions upon the secretary. They shall perform such other duties as may be assigned to them by the secretary, the president or the Board of Directors.

Section 5.9 Treasurer. The treasurer shall: (a) have custody of all funds and securities belonging to the corporation and receive, deposit, or disburse the same under the direction of the Board of Directors; (b) keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; (c) cause such returns, reports, and/or schedules as may be required by the Internal Revenue Service and the state taxing authorities to be prepared and filed in a timely manner; (d) cause a true balance sheet (statement of the assets, liabilities and fund balance) of the corporation as of the close of each fiscal year and true statements of activity (support and revenue, expenses and changes in fund balance), functional expenses, and cash flows for such fiscal year, all in reasonable detail, to be prepared and submitted to the Board of Directors; and (e) in general, perform all duties incident to the office of treasurer and such other duties as may be assigned from time to time by the president or the Board of Directors.

Section 5.10 Assistant Treasurers. In the absence of the treasurer, or in the event of the death, inability or refusal of the treasurer to act, the assistant treasurer, when one is appointed by the Board, shall perform the duties of the treasurer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the treasurer. They shall perform such other duties as may be assigned to them by the treasurer, the president or the Board of Directors.

Section 5.11 Executive Director. The Board of Directors may appoint an executive director, who shall be the chief operating officer of the corporation, and subject to the control of the Board of Directors, have overall responsibility for the routine management of the affairs of the corporation. The executive director shall report to the Board of Directors and shall work closely with the president of the corporation. Duties of the executive director shall include (a) hiring and overseeing maintenance personnel to maintain the cemetery (b) overseeing the opening and closing of graves (c) handling the sale and conveyance of grave sites (d) supervising the administrative functions of the corporation; and (e) in general, performing such other duties as may be assigned from time to time by the president or the Board of Directors. The Board of Directors may approve compensation and benefits for the executive director. The executive director may not be elected to serve on the Board of Directors

ARTICLE VI. COMMITTEES

Section 6.1 Board Committees in General. The Board of Directors may create one or more committees of the board. Committees of the board shall be composed solely of individuals currently serving as duly elected and qualified directors of the corporation. Each committee of the board shall have two or more directors who shall be appointed by and serve at the pleasure of the board. The creation of a committee of the board and appointment of members to it must be approved by a majority of all the directors in office when the action is taken. The provisions of Article IV of these bylaws, which govern meetings of the Board of Directors, shall apply to committees of the board and their members as well, except that no committee of the board shall be required to have an annual meeting or scheduled regular meetings. To the extent specified or authorized by the Board of Directors or in these bylaws, each committee of the board may exercise the authority of the board. A committee of the board may not, however: (a) authorize distributions; (b) approve or recommend dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; (c) elect, appoint, or remove directors or fill vacancies on the board or on any committee of the board; or (d) adopt, amend, or repeal the articles of incorporation or any bylaws.

Section 6.2 Operating Committees. Within thirty (30) days after the annual meeting each year, the president shall appoint a chairperson of each of the operating committees described below. The names of the chairpersons so appointed shall be submitted for ratification by the directors at the next meeting of the Board of Directors. A vacancy occurring in the position of an operating committee chairperson shall be filled in like manner, upon appointment by the president and ratification by the Board of Directors. The chairperson of each operating committee, in consultation with the president, shall appoint the members of the committee, which must be ratified by the Board of Directors of the corporation. New members of the operating committees may be appointed at any time, subject to ratification of the Board of Directors. Each director of the corporation shall serve on at least one (1) of the operating committees. Operating committee chairpersons shall be expected to attend the regular meetings of the Board of Directors for the purpose of reporting on the work of their committees, receiving direction and guidance from the board, and seeking approval of actions proposed by their committees and requiring board approval. The operating committees shall perform the functions described below and such other functions as the Board of Directors may provide.

The initial operating committees appointed by the President shall include, but shall not be limited to the following:

(a) Fund Raising Committee. This committee shall be responsible for coordinating the raising of funds needed to conduct the business of the corporation. The tasks to be coordinated by this committee shall include fund-raising campaigns, special fund- raising events, and cultivation of major donors.
(b) Maintenance Committee: This committee shall be responsible for overseeing the maintenance of Odd Fellows Cemetery, including, but not limited to, mowing, trimming, pruning, fertilizing, poisoning, and positioning or repositioning grave markers. The Committee is authorized to enter into a contract with a licensed and bonded entity or individual to perform some or all of the maintenance functions necessary to maintain the cemetery.
(c) Graves Committee: This committee shall be responsible for the sale of graves and the conveyance by deed of purchased graves to the buyer(s) and the charges therefor. The committee will also be responsible for establishing policies concerning the opening and closing of graves and the charges therefor. This committee may contract on behalf of the Corporation with another entity, which will oversee these functions for a fee.
(d) Finance Committee: This committee shall oversee all of the financial affairs of the Corporation and shall establish policies and procedures for overseeing the financial performance of the corporation. In addition, this committee will ensure that the corporation maintains all financial records required by law and especially those sufficient to allow the corporation to file an annual income tax return and to file its annual report with the Secretary of State’s Office. The committee is authorized to enter into a contract with a Certified Public Accountant to maintain the financial books and records of the Corporation and to prepare and file annual tax returns on behalf of the Corporation.
(e) Investments Committee: This committee shall oversee the investments of the Corporation and shall have the power to contract with an investment firm or an individual who can invest money raised by the Corporation that is not immediately needed to meet current financial obligations.

ARTICLE VII. GENERAL PROVISIONS

Section 7.1 Corporate Seal. The corporate seal of the corporation shall be in such form as the Board of Directors may from time to time determine.

Section 7.2 Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the Board of Directors. The corporation shall provide at least seven (7) days' written notice of any meeting of directors at which an amendment is to be approved, unless notice is waived pursuant to Section 4.6 above. The notice must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Any amendment must be approved by two-thirds (2/3) of the directors in office at the time the amendment is adopted.

Section 7.3 Fiscal Year. The fiscal year of the corporation shall coincide with the calendar year.

Section 7.4 Financial Reports. The books of the corporation shall be closed as of the end of each fiscal year and financial statements shall be prepared and submitted to the Board of Directors. At the discretion of the Board of Directors, the corporation may engage an independent certified public accountant to audit or review the financial statements.

Section 7.5 Corporate Minutes and Records. The corporation shall keep as permanent records minutes of all meetings of the Board of Directors, a record of all actions taken by the directors without a meeting, and a record of all actions taken by the Executive Committee and any other committees of the Board of Directors. The corporation shall keep a copy of the following records at its principal office: (a) its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect; (b) its bylaws or restated bylaws and all amendments to them currently in effect; (c) a list of names and business or home addresses of its current directors and officers; and (d) its most recent annual report delivered to the secretary of state, as required by the State of Mississippi Nonprofit Corporation Act. The minutes and records described above shall be made available for inspection by current directors of the corporation during normal business hours. In addition, to the extent required by applicable law, the corporation shall make available for inspection during regular business hours, by any individual, copies of: (i) any application filed with and any letter or other document issued by the Internal Revenue Service with respect to the tax-exempt status of the corporation; and (ii) the annual returns filed with the Internal Revenue Service for the three most recent years (to the extent the corporation is required to file such returns), provided that the names and addresses of contributors to the corporation may be kept confidential.

Section 7.6 Investments. The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a director is or may hereafter be permitted by law to make or any similar restriction; provided, that no action shall be taken by or on behalf of the corporation if such action is a forbidden activity or would result in the denial of tax exempt status under Section 501(c)(13) of the Internal Revenue Code, as amended.

Section 7.7 Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by at least two (2) officers of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 7.8 Prohibited Activities. The corporation is organized as an nonprofit corporation exclusively for charitable, religious, educational and scientific purposes within the meaning of Section 501(c)(13) of the Internal Revenue Code, as amended. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the articles of incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Anything contained in these bylaws to the contrary notwithstanding, the corporation shall not carry on or otherwise engage in any activities not permitted to be carried on or engaged in by: (i) a corporation exempt from federal income tax under Section 501 (c)(13) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code; (ii) a corporation, contributions to which are deductible under Section 170(c)(2)(B) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code; or (iii) a corporation organized and existing under the Mississippi Nonprofit Corporation Act.

Section 7.9 No Loans to or Guaranties for Directors. The corporation may not lend money to or guarantee the obligation of a director or officer of the corporation, but the fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.

Section 7.10 Indemnification. The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation, against reasonable expenses actually incurred by the director in connection with the proceeding. An officer of the corporation who is not a director is entitled to indemnification to the same extent as a director. In addition, if an individual is made a party to a proceeding because the individual is or was a director, officer, employee, or agent of the corporation, the Board of Directors may, to the extent permitted by law, authorize the corporation to advance expenses to such individual and/or indemnify such individual against liability incurred in the proceeding.

ADOPTED, this the 11th day of June, 2018.

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