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reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. Such right or indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law.

ARTICLE VII

AMENDMENTS

SECTION 1. The stockholders by the affirmative vote of a majority of the voting stock issued and outstanding, or the directors by the affirmative vote of a majority of the Board may at any annual, regular or special meeting alter, amend or repeal any of these By-Laws.