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• <br />E <br />Article 2.22A of the Texas Non -Profit Corporation Act, or corresponding provisions <br />hereafter in effect; provided, however, that the portion of any insurance premium cost <br />which may be allocable to the insurance coverage for items not eligible for <br />indemnification shall be treated as compensation to the officers, directors, employees <br />and agents of the corporation so covered. Such obligation to so indemnify and to so <br />make all necessary determinations may be specifically enforced by resort to any court <br />of competent jurisdiction. Further, the corporation shall pay or reimburse the <br />reasonable expenses of such persons covered hereby in advance of the final <br />disposition of any proceeding to the fullest extent permitted by Article 2.22A of the <br />Texas Non -Profit Corporation Act, or corresponding provisions hereafter in effect, and <br />subject to the conditions thereof. <br />ARTICLE Vill <br />GENERAL PROVISIONS <br />8.1 Fiscal Year. The fiscal year of the corporation shall begin on the 1st day <br />of January and end on December 31 st of each year. <br />8.2 Books and Records. The corporation shall keep correct and complete <br />books and records of account and shall also keep minutes of the proceedings of the <br />meetings of the members, the Steering Committee, and committees, standing or <br />special. <br />8.2 Seal. The members may adopt a corporate seal to be in such form and to <br />be used in such manner as the members shall direct. <br />8.4 Permanent Incapacity. Any member, officer or other agent who shall be <br />incapable of participating in the management and affairs of the corporation for a <br />continuous period of six months shall be deemed to be "permanently incapacitated" <br />within the meaning of that term as used in these bylaws. <br />8.5 Dissolution. <br />4/23/97 <br />25 <br />