Fort New Salem

Article V

ARTICLE V MISCELLANEOUS

Section 5.1. Contracts Subject to the other provisions of these Bylaws, the Board of Directors may authorize any officer, agent or employee of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and, unless so authorized in accordance with these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement to pledge its credit, or to render it liable pecuniarily for any purpose or amount.

Section 5.2. Checks, Drafts, etc Subject to the other provisions of these Bylaws, all checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers of the Corporation and/or such other agent or agents or employee or employees of the Corporation and in such manner as shall from time to time be authorized pursuant to these Bylaws or by resolution of the Board of Directors.

Section 5.3. Depositories All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in one or more such banks, trust companies, or other depositories as the Board of Directors may from time to time designate, upon such terms and conditions as shall be fixed by the Directors. Subject to the foregoing, the Board of Directors may from time to time authorize the opening and keeping with any such depository as it may designate of general and special bank accounts and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as it may deem necessary.

Section 5.4. Corporate Seal The corporate seal shall be in such form as the Board of Directors shall approve, and such seal, or a facsimile thereof, may be impressed on, affixed to, or in any manner reproduced upon instruments of any nature required to be executed by the officers of the Corporation.

Section 5.5. Fiscal Year; Accounting The fiscal year of and the method of accounting for the Corporation shall be, as the Board of Directors shall at any time determine.

Section 5.6. Resignations Any Director or officer may resign at any time, unless otherwise limited by express written contract as to the Executive Director. Such resignations shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the Chairman or the Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 5.7. Indemnification of Officers and Directors The Corporation shall indemnify any Director, officer, employee, or agent of the Corporation made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (regardless whether or not an action or suit by, or in the right of, the Corporation), by reason of the fact that he is or was a Director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of any other corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorney's fees), judgments, fines, taxes, penalties and interest thereon, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, including any appeal thereof, if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that no indemnification shall be made in an action or suit by, or in the right of, the Corporation if the person is adjudged liable for fraud, gross negligence, or willful misconduct in the performance of his duty to the Corporation unless and only to the extent that the circuit court of the county in which the registered office of the Corporation is located or the court in which such suit or action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification as the court deems proper. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, in itself, create a presumption that any such Director, officer, employee, or agent of the Corporation did not act in good faith in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation or with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

5.7‑2. Requirements for Indemnification Any indemnification under Section 5.7‑1, unless pursuant to a determination by a court, shall be made by the Corporation only as authorized in the specific case upon a determination by the Directors that indemnification of the Director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 5.7‑1, and when, in addition to such determination, one or more of the following circumstances exists:

(A) The Corporation receives actual written notice from the party potentially to be indemnified, or his representative, of the pendency or threat of such action, suit, or proceeding within such time as to enable the Corporation to assert any applicable defense and/or counterclaim to such action, suit, or proceeding; or

(B) Upon settlement of such action, suit, or proceeding, provided that the Corporation has received prior written notice of all of the terms and the pendency of such settlement, and has approved such settlement by action of at least a majority of all of the Directors; or

(C) Upon settlement of such action, suit, or proceeding without notice to the Corporation when, and only when, the Corporation, by action of the Directors, ratifies the terms of such settlement after the fact.

5.7‑3. Assumption of Defense The Corporation shall be entitled to assume the defense of any person seeking indemnification pursuant to the provisions of Section 5.7‑1 above upon a preliminary determination by the Directors that such person has met the applicable standard of conduct set forth in Section 5.7‑1 above, and upon receipt of an undertaking by such person to repay all amounts expended by the Corporation in such defense, unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation as authorized in this Section 5.7. If the Corporation elects to assume the defense, such defense shall be conducted by counsel chosen by the Corporation and not objected to in writing for valid reasons by such person. In the event the Corporation elects to assume the defense of any such person and retain such counsel, such person shall bear the fees and expenses of any additional counsel retained by him.

5.7‑4. Contract Right; Power to Indemnify; Subordination of Indemnification The foregoing provisions of this Section 5.7 shall be deemed to be a contract between the Corporation and each Director, officer, employee or agent of the Corporation, in such a capacity at any time while this Section 5.7 is in effect. Any repeal or modification of this Section 5.7 or any applicable provision of the law of West Virginia shall not affect any rights or obligations then existing as it relates to any action or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. The foregoing rights of indemnification shall not be deemed to limit in any way the owner of the Corporation to indemnify under any applicable law. The foregoing rights of indemnification shall be subordinate to and in excess of any valid and collectible insurance.

5.7‑5. Disqualification for Indemnification Except as otherwise provided in Section 5.7‑1, a person subject to this Section 5.7 shall not be entitled to indemnification under any circumstances when that person has been adjudged guilty of fraud, willful misconduct, or gross negligence in the performance of any action or duty on behalf of the Corporation.

Section 5.8. Insurance To the extent feasible and reasonably available, as determined in the sole direction of the Board of Directors, the Corporation shall purchase and maintain insurance covering the operations of the Corporation, such as they might be.

Section 5.9. Transactions in Which Directors are Interested

5.9-1. Disclosure Each Director, prior to taking his position on the Board of Directors, and all present Directors as soon as practicable after the adoption of these Bylaws, shall submit in writing to the Chairman and the Executive Director a list of all business or other organizations of which he is an officer, director, trustee, member, owner (either as a sole proprietor, partner or otherwise), shareholder, employee or agent, with which the Corporation has, or might reasonably in the future enter into, a relationship or a transaction in which the Directors would have conflicting interests. Each written statement will be resubmitted with any necessary changes each year. The Chairman shall become familiar with the statements of all Directors in order to guide his conduct should a conflict arise. Any Vice Chairman or, if none, the Secretary shall be familiar with the statement filed by the Chairman.

Section 5.9‑2. Voting; Withdrawal At such time as any matter comes before the Board of Directors in such a way as to give rise to an actual or possible conflict of interest, the affected Director shall make known such conflict as a matter of record, whether disclosed by his written statement or not, and after answering any questions that might be asked him, shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, the affected Board member shall not vote or be present during the vote or use his personal influence on it. In the event that he fails to withdraw voluntarily, the Chairman is empowered and shall require that he remove himself from the room during both the discussion and vote on the matter. In the event the conflict of interest affects the Chairman, the Board shall elect or appoint a Vice Chairman who is empowered and shall require that the Chairman remove himself in the same manner, and for the duration of discussion and action on the matter the Vice Chairman shall preside.

Section 5.9‑3. Quorum. The affected member shall not be counted to establish a quorum for the meeting.

Section 5.9‑4. Limitations. Nothing contained in this Section 5.9 shall preclude any Director from receiving reasonable compensation from the Corporation for services actually rendered or for reasonable expenses incurred for serving the Corporation.

Section 5.9-5. Conflict Policy. Nothing contained in this Section 5.9 shall limit or prohibit the Board of Directors from adopting a conflicts of interest policy which may impose additional and more stringent limitations and requirements and which shall govern and control in the event such policy imposes additional or more stringent limitations or requirements.

Section 5.10. Interpretation. Except where the context provides otherwise, words used herein importing the masculine, feminine or neuter gender shall include any other gender and words importing persons shall include corporations, firms and other legal entities whether specifically expressed or not, and vice versa.