ARTICLE VII

Miscellaneous

7.1  Books and Records.  The Board of Directors shall have power to determine which accounts and books of the Corporation, if any, shall be open to an inspection, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts and books which by law or by determination of the Board of Directors shall be open to inspection.

7.2  Depositories.  All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts, or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

7.3  Execution of Legal Instruments.  All contracts, deeds, and other instruments shall be signed on behalf of the Corporation by the President or by such other officer, officers, agent, or agents as the Board of Directors may from time to time provide.

7.4 Fiscal Year.  The fiscal year of the Corporation shall be fixed from time to time by resolution of the Board of Directors.

7.5 Seal.  The corporate seal shall be in such form as the Board of Directors may from time to time determine.

7.6  Annual Statements.  Not later than four (4) months after the close of each fiscal year, and in any case prior to the next annual meeting of the Board of Directors, the Corporation shall prepare:

1. 1. 1. 1. 1.  A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and

            2.  Profit and loss statement showing the results of its operation during its fiscal year

7.7  Indemnification.

• (a) Actions Against Directors and Officers.  The Corporation shall indemnify, to the fullest extent permitted by the Georgia Nonprofit Corporation Code and, if applicable, Section 4941 of the Internal Revenue Code of 1986, as amended, any individual made a party to a proceeding because such individual is or was a director or officer of the Corporation against liability incurred in the proceeding, if such individual conducted himself or herself in good faith, and (1) in the case of conduct in his or her official capacity, reasonably believed his or her conduct was in the best interests of the Corporation, (2) in all other cases, reasonably believed that his or her conduct was at least not opposed to the best interests of the Corporation, and (3) in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

• (b) Advance for Expenses of Directors and Officers.  The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding because such individual is a director or officer in advance of final disposition of the proceeding, if:

  • • • (i) The director or officer furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 7.7(a) above or that the proceeding involves conduct for which liability has been eliminated by the Corporation’s Articles of Incorporation; and

      • (ii) The director or officer furnishes the Corporation a written undertaking to repay any advances if it is ultimately determined that the director or officer is not entitled to indemnification.

The written undertaking required by paragraph (ii) above must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to financial ability to make repayment.

7.8  Insurance.  To the extent permitted by Georgia law, the Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss.

7.9  Incidental Expenses.  Each officer and director of the Corporation shall be required from time to time to bear personally incidental expenses related to his or her responsibilities as an officer and director which expenses, unless specifically authorized, shall not be subject to reimbursement by the Company.