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200508988 G. Liability. No Director shall be accountable or liable for any expense, gain, loss or profit in connection with any transaction in which such Director may have an actual or potential direct or indirect adverse interest; and no such transaction shall be void or voidable, even if the vote of such Director may be required for its authorization or gratification. H. The Directors shall serve without remuneration for their services as Directors, but the Board of Directors may provide for the reimbursement of expenses incurred. SECTION III. OFFICERS A. Officers. Officers shall be appointed and elected as follows: The principal officer shall be a President, Vice - President and Secretary - Treasurer who shall not be required to be Directors, who shall be elected annually by the Board at each annual meeting for a term of one year, and who may succeed themselves in office. 2. The Board of Directors may from time to time appoint, discharge, engage or remove subordinate officers as may be necessary. The officers shall have powers and rights and be charged with duties and obligations usually vested in such officers or as directed by the Board of Directors. B. Vacancies. The office of any principal officer shall be vacated and filled as follows: 1. Principal officer may be removed from office at any time by majority vote of the Board of Directors, either for or without cause. 2. Any vacancy among the principal officers shall be filled by appointment by the Board of Directors for the unexpired term. SECTION IV. INDEMNIFICATION OF DIRECTORS AND OFFICERS A. Each Director and officer of the corporation shall be indemnified by the corporation against all costs and expenses reasonably incurred or by or imposed upon him in connection with or resulting from any action, suit or proceeding to which such Director or officer may be a party by reason of their office. -5-