SECTION 1 – Limitation of Personal Liability of Directors

A director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

(a) The director has breached or failed to perform the duties of his or her office as defined in Section 2 below; and

(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this Section 1 shall not apply to:

(a) The responsibility or liability of a director pursuant to any criminal status; or

(b) The liability of a director for the payment of taxes pursuant to local, state or federal law.

SECTION 2 – Standard or Care and Justifiable Reliance
(a) A director of the Corporation shall stand in a fiduciary relationship to the Corporation, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and which such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

i. One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;

ii. Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person; or

iii. A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

(b) In discharging the duties of their respective positions, the Board, committees of the Board and individual directors may, in considering the best interests of the Corporation, consider the effects of any action upon employees, upon persons with whom the Corporation has business or other relations and upon communities in which the offices or other establishments of or related to the Corporation are located or as to which operations of the Corporation pertain, and all other pertinent factors. The consideration of such factors shall not constitute a violation of Subsection (a) of this Section 2.

(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interest of the Corporation.