Bylaws Continued

Article VIII – Amendments of Bylaws

These Bylaws may be amended or repealed, or new Bylaws adopted, only by the affirmative vote of 2/3 of all of the eligible voting members of the entire CORD at the time in question (except with respect to provisions for which a greater affirmative vote is required by CORD’s Articles of Incorporation); provided, no amendment may be made to these Bylaws that would alter CORD’s purposes as stated in the Articles of Incorporation, as amended from time to time, or that would cause any benefit, other than reasonable compensation as determined under Section 4.18 or Section 6.4, to inure to any person who has a personal or private interest in the activities of CORD. Any proposed amendment to these Bylaws must be included in a notice to Members no less than 30 days prior to the time set for casting ballots.

Article IX - Indemnification

9.1       Indemnification Of Board Members, Officers, and Employees.  Board Members, Officers, and Employees of CORD shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the name of CORD, a subsidiary or otherwise) in which an Officer or Employee is a witness or which is brought against an Officer or Employee in his or her capacity as an Officer, Employee, Agent or Fiduciary of CORD or of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which the Officer or Employee was serving at the request of CORD.  Persons who are not Board Members, Officers or Employees of CORD may be similarly indemnified in respect of such service to the extent authorized at any time by the Board Of Directors.

CORD may purchase and maintain insurance coverage in order to protect itself and any such Board Members, Officers, Employees or other person against any liability asserted against him and incurred in respect of such service whether or not CORD would have the power to indemnify such person against such liability by law or under the provisions of this Article.

The provisions of this Article shall be applicable to actions, suits or proceedings, whether arising from acts or omissions, and to Board Members, Officers, Employees and other persons who have ceased to render such service, and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Board Members, Officers, Employees and other persons referred to in this Article.

The right of indemnity provided pursuant to this Article shall not be exclusive, and CORD may provide indemnification to any person, by agreement or otherwise, on such terms and conditions as the Board Of Directors may approve that is not inconsistent with the MNCA (or other law).  Any agreement for indemnification of any Officer, Employee or other person may provide indemnification rights which are broader or otherwise different from those set forth in or provided pursuant to, or in accordance with, this Article.  Any amendment, alteration, modification, repeal, or adoption of any provision in these Bylaws inconsistent with this Article shall not adversely affect any indemnification right or protection of any Officer, Employee or other person existing at the time of such amendment, alteration, modification, repeal or adoption.

Amended November 2015