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General Provisions

Section 7.1 Depositories and Checks
The moneys of the Corporation shall be deposited in such manner as the  Directors shall direct in such banks or trust companies as the Directors may designate and shall be drawn out by checks signed in such manner as may be provided by resolution adopted by the Board of Directors.

Section 7.2 Bonds
Any officer or employee, including any Executive Director, handling money of the Corporation shall be bonded at the Corporation’s expense if the Board of Directors so requires.

Section 7.3 Custodian of Securities
The Board of Directors may from time to time appoint one or more banks or trust companies to act for reasonable compensation as custodian of all securities and other valuables owned by the Corporation, and to exercise in respect thereof such powers as may be conferred by resolution of the Board of Directors. The Board of Directors may remove any such custodian at any time.

Section 7.4 Annual Audit
The Board of Directors shall direct that an annual audit of the books of account and financial records of the Corporation be performed by an independent accounting firm if required by federal internal revenue law or if the Board of Directors otherwise deems such audit necessary or advisable.

Section 7.5 Liability and Indemnification of Directors, Officers and Core Group Organizations

  • Limitation of Liability. To the full extent permitted by the laws of the State of Missouri as in effect on the date of the effectiveness of this Section 7.5 and as may hereafter be amended, no person or organization shall be liable to the Corporation for any loss, damage, liability or expense suffered by it on account of any action taken or omitted to be taken by such person as a Director or officer of the  Corporation or of any Other Enterprise (as hereinafter defined) in which such person serves as a Director, officer, employee, or agent at the request of the Corporation, or as a Core Group Organization, if such person or organization: (i) acted in good faith and in a manner such person or organization reasonably believed to be in, and not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s or organization’s conduct was unlawful, or (ii) took or omitted to take such action in reliance upon information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by:
    • One or more officers or employees of the Corporation or of such Other Enterprise whom the person or organization reasonably believes to be reliable and competent in the matters presented;
    • legal counsel, certified public accountants or other persons as to matters the person or organization reasonably believes are within the persons’ professional or expert competence; or
    • a committee of the Board of Directors of which the person or organization is not a member, as to matters within its jurisdiction, if the person or organization reasonably believes the committee merits confidence; provided that the person or organization did not, at the time of such reliance, have knowledge concerning the matter in question that made such reliance unwarranted.
  • Indemnification in Actions by Third Parties. To the full extent
    permitted by the laws of the State of Missouri as in effect on the date of the effectiveness of this Section 7.5 and as may hereafter be amended, the Corporation shall indemnify each person or organization who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (other than an action by or in the right of this corporation) by reason of the fact that such person or organization is or was serving in an Indemnifiable Capacity (as hereinafter defined) against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Corporation in accordance with paragraph (e) of this Section 7.5, which approval shall not be unreasonably withheld), attorneys’ fees, ERISA excise taxes or penalties, fines and other expenses actually and reasonably incurred by such person or organization in connection with such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person or organization acted in good faith and in a manner such person or organization reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s or organization’s conduct was unlawful; provided, however, that the Corporation shall not be required to  indemnify or advance expenses to any such person or organization  seeking indemnification or advancement of expenses in connection with  an action, suit or proceeding initiated by such person or organization unless the initiation of such action, suit or proceeding was authorized by the Board of Directors. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or under a plea of  nolo contendere or its equivalent, shall not, of itself, create a  presumption that such person or organization did not act in good faith and in a manner which such person or organization reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such person or organization had reasonable cause to believe that such person’s or organization’s conduct was unlawful.
  • Indemnification in Derivative Action. To the full extent permitted by the laws of the State of Missouri as in effect on the date of the effectiveness of this Section 7.5 and as may hereafter be amended, the Corporation shall indemnify each person or organization who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person or organization is or was serving in an Indemnifiable Capacity against amounts paid in settlement thereof (provided that such settlement and all amounts paid in connection therewith are approved in advance by the Corporation in accordance with paragraph (e) of this Section 7.5, which approval shall not be unreasonably withheld) and all expenses (including attorneys’ fees) actually and reasonably incurred by such person or organization in connection with the defense or settlement of such action, suit or proceeding (including without limitation the investigation, defense, settlement or appeal of such action, suit or proceeding) if such person or organization acted in good faith and in a manner such person or organization reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification under this paragraph (c) shall be made in respect of any claim, issue or matter as to which such person or organization shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Corporation unless and only to the extent that the court in which the action, suit or proceeding was  brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person or organization is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
  • Indemnification for Success on the Merits or Otherwise. Notwithstanding the other provisions of this Section 7.5, to the extent that a person or organization who is or was serving in an Indemnifiable Capacity has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (b) or (c) of this Section 7.5 (including without limitation the dismissal of any such action, suit or proceeding without prejudice or the settlement of such action, suit or proceeding without admission of fault or liability), or in defense of any claim, issue or matter therein, such person or organization shall, to the full extent permitted by the laws of the State of Missouri as in effect on the date of the effectiveness of this Section 7.5 and as may hereafter be amended, be indemnified against amounts approved by the Corporation to be paid in settlement of any such action, suit or proceeding and  against expenses (including attorneys’ fees) actually and reasonably incurred by such person or organization in connection therewith. For purposes of this paragraph (d) of this Section 7.5, references to “the Corporation” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a  constituent) absorbed in a consolidation or merger as well as the  resulting or surviving corporation so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,  employee, or agent of any Other Enterprise, shall stand in the same  position under the provisions of this paragraph (d) of this Section 7.5 with respect to the resulting or surviving corporation as such person would have if such person had served the resulting or surviving corporation in the same capacity.
  • Determination of Right to Indemnification. Prior to indemnifying a person or organization pursuant to the provisions of paragraphs (b) or (c) of this Section 7.5, unless ordered by a court and except as otherwise provided by paragraph (d) of this Section 7.5, the Corporation shall determine that such indemnification is proper because such person or organization has met the specified standard of conduct entitling such person or organization to indemnification as set forth under paragraphs (b) or (c) of this Section 7.5. Any determination that a person or organization shall or shall not be indemnified under the provisions of paragraphs (b) or (c) of this Section 7.5 shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of disinterested  Directors so directs, by independent legal counsel in a written opinion, and such determination shall be final and binding upon the Corporation; provided, however, that in the event such determination is adverse to the person or organization to be indemnified hereunder, such person or organization shall have the right to maintain an action in any court of competent jurisdiction against the Corporation to determine whether or not such person or organization has met the requisite standard of conduct and is entitled to such indemnification hereunder. For the purposes of such court action, an adverse determination as to the eligibility of a person or organization for indemnification made pursuant to either of clauses (i) or (ii) of this paragraph (e) shall not constitute a defense to such action nor create a presumption regarding such person’s or organization’s eligibility for indemnification hereunder. If such court action is successful and the person or organization is or are  determined to be entitled to such indemnification, such person or organization shall be reimbursed by the Corporation for all fees and expenses (including attorneys’ fees) actually and reasonably incurred in connection with any such action (including without limitation the investigation, defense, settlement or appeal of such action).
  • Advancement of Expenses. Expenses (including attorneys’ fees) actually and reasonably incurred by a person or organization who may be entitled to indemnification hereunder in defending an action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate, shall, to the full extent permitted by the laws of the State of Missouri as in effect on the date of the effectiveness of this Section 7.5 and as may hereafter be amended, be paid by the Corporation in  advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person or organization to repay such amount unless it shall ultimately be determined that such person or organization is entitled to indemnification by the Corporation. Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination is reasonably and promptly made by (i) the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding for which the advancement is requested or (ii) if a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, that, based upon the facts known to the Board of Directors or counsel at the time such determination is made, such person or organization acted in bad faith and in a manner that such person or organization did not believe to be in or not opposed to the best interest of the Corporation, or, with respect to any criminal proceeding, that such person or organization believed or had reasonable cause to believe such person’s or organization’s conduct was unlawful. In no event shall any advance be made in instances where the Board of Directors or independent legal counsel reasonably determines that such person or organization deliberately breached such person’s or organization’s duty to the Corporation.
  • Non-Exclusivity. The indemnification and, to the extent permitted by the laws of the State of Missouri, the advancement of expenses, provided by this Section 7.5 shall not be exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under Mo. Rev. Stat. Section 537.117, under any other provision of law, under the Articles of Incorporation or these Bylaws or  under any agreement, vote of disinterested Directors, policy of insurance or otherwise, both as to action in their official capacity and as to action in another capacity while holding their respective offices, and shall not limit in any way any right which the Corporation may have to make additional indemnifications with respect to the same or different persons or organizations or classes of persons or organizations. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.5 shall continue as to a person or organization who has ceased to serve in an Indemnifiable Capacity and shall inure to the benefit of the heirs, executors, administrators, estate, successors and assigns of such a person or organization.
  • Insurance. Upon resolution passed by the Board of Directors, the Corporation may, to the full extent permitted by the laws of the State of Missouri as in effect on the date of the effectiveness of this Section 7.5 and as may hereafter be amended, purchase and maintain insurance on behalf of any person or organization serving in an Indemnifiable Capacity, against any liability asserted against such person or organization and incurred by such person or organization in any such capacity, or arising out of such person’s or organization’s status as such, whether or not the Corporation would have the power to indemnify such person or organization against such liability under the provisions of this Section 7.5. To the full extent permitted by the laws of the State of Missouri as in effect on the date of the effectiveness of this Section 7.5 and as may hereafter be amended, the Corporation will keep and  maintain directors and officers liability insurance and professional liability insurance with limits, retentions, deductibles and coverage features comparable to those of organizations that are similarly situated to the Corporation, the coverage provided thereunder will address the  predominant risks attendant to the professional services provided by the Corporation, and each Core Group Organization will be named an “additional insured” to such professional liability insurance,
  • Amendment and Vesting of Rights. Notwithstanding any other
    provision of these Bylaws or of the Articles of Incorporation, the terms and provisions of this Section 7.5 may be amended or repealed and the rights to indemnification and advancement of expenses created hereunder may be changed, altered or terminated in the manner provided by Article IX of these Bylaws for the amendment of the Bylaws of the Corporation; provided, however, the applicable laws of the State of Missouri may require an amendment to the Articles of Incorporation to authorize, direct or provide for further indemnification. The rights granted or created hereby shall be vested in each person or organization entitled to indemnification hereunder as a bargained-for, contractual condition of such person’s or organization’s serving or having served in an Indemnifiable Capacity and while this Section 7.5 may be amended or repealed, no such amendment or repeal shall release, terminate or adversely affect the rights of such person or organization under this Section 7.5 with respect to any act taken or the failure to take any act by such person prior to such amendment or repeal or with respect to any action, suit or proceeding with respect to such act or failure to act filed after such amendment or repeal.
  • Definitions. For purposes of this Section 7.5:
    • references to “the Corporation” shall, if and only if the Board of Directors shall determine, and other than for purposes of Section 7.5(c), include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers or persons serving at the request of such constituent corporation as a director or officer of any Other Enterprise, so that any person who is or was a director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer of any Other Enterprise, shall stand in the same position under the provisions of this Section 7.5 with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;
    • references to serving in an “Indemnifiable Capacity” shall mean service by a person as a Director or officer of the Corporation or service by a person at the Corporation’s request as a Director or officer of any Other Enterprise (as hereinafter defined), or serving as a Core Group Organization;
    • references to “Other Enterprises” or “Other Enterprise” shall include without limitation any other corporation, partnership, limited liability company, joint venture, trust or employee benefit plan;
    • references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan;
    • references to “defense” shall include investigations of any threatened, pending or completed action, suit or proceeding as well as appeals thereof and shall also include any defensive assertion of a cross-claim or counterclaim;
    • references to “serving at the request of the Corporation” shall include any service as a Director or officer of a corporation which imposes  duties on, or involves services by, such Director or officer with respect to an employee benefit plan, its participants, or beneficiaries;
    • unless the Board of Directors shall determine otherwise, any Director or officer of the Corporation who shall serve as a Director or officer of any Other Enterprise of which the Corporation, directly or indirectly, is a member, shareholder or creditor, or in which the Corporation is in any way interested, shall be presumed to be serving as such Director or officer at the request of the Corporation; and
    • in all other instances where any person shall serve as a Director or officer of any Other Enterprise, if it is not otherwise established that such person is or was serving as such Director or officer at the request of the Corporation, the Board of Directors shall determine whether such person is or was serving at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service, which determination shall be final and binding on the Corporation and the person seeking indemnification or advancement of expenses.
  • Severability. If any provision of this Section 7.5 or the application of any such provision to any person, organization or circumstance is held invalid, illegal or unenforceable for any reason whatsoever, the remaining provisions of this Section 7.5 and the application of such provision to other persons, organizations, or circumstances shall not be affected thereby and to the fullest extent possible the court finding such provision invalid, illegal or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons and organizations subject to indemnification hereby within the bounds of validity, legality and enforceability. Without limiting the generality of the foregoing, if any person or organization who is or was serving in an Indemnifiable Capacity is entitled under any provision of this Section 7.5 to indemnification by the Corporation for some or a portion of the judgments, amounts paid in settlement, attorneys’ fees, ERISA excise  taxes or penalties, fines or other expenses actually and reasonably incurred by any such person or organization in connection with any threatened, pending or completed action, suit or proceeding (including without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding), whether civil, criminal, administrative, investigative or appellate, but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify such person or organization for the portion thereof to which such person or organization is entitled.

Section 7.6 Public Announcements.
Except as and to the extent required by law, no Director, officer, or Core Group Organization (nor their representatives or affiliates) shall, without (a) prior Super-Majority Approval, or (b) prior written approval of all Core Group Organizations, directly or indirectly make any public comment, press release, public statement, or public communication regarding the affairs or operations of the Corporation. If a Director, officer, or Core Group Organization is required by law to make any such disclosure, such person or organization shall first provide to all Directors and the other Core Group Organizations the content of the proposed disclosure, the reason why such disclosure is required, and the time and place that the disclosure will be made.  Notwithstanding anything to the contrary herein, any Core Group Organization shall be free to communicate with its members such aspects of the Corporation’s affairs and operations as it deems necessary or advisable.

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