Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation shall be
fixed or may be changed by approval of a majority of the authorized Directors, and additional offices may be
established and maintained at such other place or places as the Board of Directors may from time to time
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of
Directors at any place or places where the corporation is qualified to do business.
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of applicable law and
to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by
the Shareholders, or by the outstanding shares, the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may
delegate the management of the day-to-day operation of the business of the corporation to an executive
committee or others, provided that the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall perform the duties of a Director, including the duties as
a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such
Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry,
as an ordinary prudent person in a like position would use under similar circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall
be seven (7) until changed by a duly adopted amendment these Bylaws.
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annu