Code of Regulations

CODE OF REGULATIONS

NTMA WORKFORCE DEVELOPMENT TABLE OF CONTENTS

ARTICLE I GENERAL...... 1 Section 1. Name...... 1 Section 2. Purposes...... 1 Section 3. Powers...... 1 ARTICLE II OFFICES...... 1 Section 1. Offices...... 1 ARTICLE III MEMBERSHIP...... 1 Section 1. Membership...... 1 ARTICLE IV MEETINGS OF MEMBER...... 1 Section 1. Annual Meetings...... 1 Section 2. Notice of Annual Meeting...... 1 Section 3. Place of Meetings...... 2 Section 4. Special Meetings...... 2 Section 5. Notice of Special Meetings...... 2 Section 6. Manner of Acting...... 2 Section 7. Quorum for a Meeting...... 2 Section 8. Action of the Member...... 2 Section 9. Voting by Member...... 3 Section 10. Voting By Proxy...... 3 Section 11. Action Without a Meeting...... 3 Section 12. Authorized Communications Equipment...... 3 ARTICLE V BOARD OF DIRECTORS...... 3 Section 1. General Powers...... 3 Section 2. Director Bylaws...... 3 Section 3. Limitation Clause...... 3 Section 4. Number...... 3 Section 5. Term...... 4 Section 6. Resignation...... 4 Section 7. Removal...... 4 Section 8. Vacancies...... 4 Section 9. Annual Meeting...... 4

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Section 10. Regular Meeting...... 4 Section 11. Special Meetings...... 4 Section 12. Location of Meeting...... 4 Section 13. Notice...... 5 Section 14. Quorum...... 5 Section 15. Action By Unanimous Written Consent...... 5 Section 16. Procedure...... 5 Section 17. Telephonic Meetings...... 5 Section 18. Compensation and Expenses...... 5 ARTICLE VI COMMITTEES...... 6 Section 1. Authority to Create Committees...... 6 Section 2. Executive Committee...... 6 Section 3. Vacancies...... 6 Section 4. Meeting Minutes...... 6 ARTICLE VII OFFICERS...... 6 Section 1. Officers...... 6 Section 2. Election and Term of Office...... 6 Section 3. Removal...... 6 Section 4. Vacancies...... 7 Section 5. President...... 7 Section 6. Vice-President...... 7 Section 7. Chairperson of the Board...... 7 Section 8. Vice-Chairperson of the Board...... 7 Section 9. Treasurer...... 7 Section 10. Secretary...... 7 Section 11. Assistant Treasurers and Assistant Secretaries...... 8 ARTICLE VIII EMPLOYEES...... 8 ARTICLE IX AGENTS AND REPRESENTATIVES...... 8 ARTICLE X INDEMNITY OF DIRECTORS, MEMBERS, OFFICERS AND EMPLOYEES, ETC...... 8 Section 1. Discretionary Indemnification for Lawsuits Brought by Third Parties...... 8

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Section 2. Discretionary Indemnification for Lawsuits Brought by Corporation...... 8 Section 3. Mandatory Indemnification...... 9 Section 4. Determination of Discretionary Indemnification...... 9 Section 5. Discretionary Advancement of Costs...... 10 Section 6. Remedies...... 10 Section 7. Insurance...... 10 Section 8. Payment of Expenses...... 10 Section 9. No Mandatory Indemnification of Volunteers...... 10 ARTICLE XI CONTRACTS AND BANKING...... 11 Section 1. Contracts...... 11 Section 2. Deposits...... 11 Section 3. Checks...... 11 Section 4. Loans...... 11 ARTICLE XII ACCOUNTING YEAR AND AUDIT...... 11 Section 1. Accounting Year...... 11 Section 2. Audit...... 11 ARTICLE XIII MISCELLANEOUS...... 11 Section 1. Books and Records...... 11 Section 2. Loans to Officers and Directors Prohibited...... 12 Section 3. Rules...... 12 ARTICLE XIV AMENDMENTS...... 12

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NTMA WORKFORCE DEVELOPMENT

GENERAL

Name. This Corporation shall be known as NTMA WORKFORCE DEVELOPMENT (the “Corporation”).

Purposes. The Corporation shall have such purposes as are now, or may hereafter, be set forth in its Articles of Incorporation.

Powers. The Corporation shall have such powers as are now, or may hereafter be, granted by the Nonprofit Corporation Law of the State of Ohio, by its Articles of Incorporation and by this Code of Regulations.

OFFICES

Offices. The principal office of the Corporation shall be at 1357 Rockside Road, Cleveland, Ohio 44134, or at such other place as the Board of Directors may from time to time appoint or as the activities of the Corporation may require.

MEMBERSHIP

Membership. The sole Member of the Corporation shall be National Tooling and Machining Association.

MEETINGS OF MEMBER

Annual Meetings. Annual meetings of the Member for the election of Directors and to transact such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Member and stated in the Notice of the Meetings.

Notice of Annual Meeting. Written or printed notice of the Annual Meeting of Member stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to the Chairperson of the Board of the Member not less than ten nor more than 60 days before the date of the meeting, by personal delivery or sent by telegram, by United States mail, express mail, or courier service, with postage or fees prepaid or by Authorized Communications Equipment, by or at the direction of the Member or by the Chairperson, the President, the Secretary, or the officer or persons calling the meeting, to the Chairperson of the Member. If mailed, such notice shall be addressed to the Chairperson of the Member at its address as it appears on the records of the Corporation. Notice of adjournment of a meeting need 5 not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

Place of Meetings. Meetings of the Member may be held at such time and place within or without the State of Ohio as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Special Meetings. Special Meetings of the Member shall be called upon the written request of the Member, the Chairperson of the Board of Directors, the President or, in case of the President’s absence, death or disability, the Vice-President authorized to exercise the authority of the President, the Directors by action at a meeting, or a majority of the Directors acting without a meeting. Calls and notices for such meetings shall specify the time, place and purpose thereof. No business other than that specified in the call and notice shall be considered at any Special Meeting.

Notice of Special Meetings. Written or printed notice of a Special Meeting stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to the Member not less than ten nor more than 60 days before the date of the meeting, by personal delivery or sent by telegram, by United States mail, express mail, or courier service, with postage or fees prepaid or by Authorized Communications Equipment, by or at the direction of the Member, the Chairperson, the President, the Secretary, or the officer or persons calling the meeting, to the Chairperson of the Member. If mailed, such notice shall be addressed to the Chairperson of the Member at its address as it appears on the records of the Corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. Business transacted at any Special Meeting of the Member shall be in accordance with the purposes as stated in the Notice.

Manner of Acting. The Member shall act hereunder by executing and delivering to the Chairperson or the Secretary of the Corporation a written instrument, signed by the Chairperson of the Member or a member of the Board of Directors of the Member authorized to act for the Member, setting forth the action taken or may be represented at any meeting of the Member by the Chairperson of the Member or any member of the Board of Directors of the Member authorized to act for the Member, and where the vote of such representative shall be the vote of the Member.

Quorum for a Meeting. The presence of the authorized representative of the Member shall constitute a quorum at all meetings of the Member for the transaction of business.

Action of the Member. The affirmative vote of the authorized representative of the Member shall be the act of the Member.

Voting by Member. The authorized representative of the Member shall be entitled to one vote on each matter submitted to a vote at a meeting of the Member. The authorized representative of the Member may vote by mail, by Authorized Communications equipment, in person or by a proxy.

Voting By Proxy. The Member may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of its other rights, by proxy or proxies appointed by a writing signed by the authorized representative of the Member. A telegram, facsimile or cablegram appearing to have been transmitted by the Member, or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is sufficient writing. No appointment of 6 a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.

Action Without a Meeting. Any action required to be taken at a meeting of the Member may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the authorized representative of the Member. Such writing or writings shall be filed with or entered upon the records of the Corporation. Any transmission by Authorized Communications Equipment that contains the affirmative vote or approval of the authorized representative of the Member is a signed writing for purposes of an action by the Member without a meeting.

Authorized Communications Equipment. Authorized Communications Equipment means any communication equipment that provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of the Member or director involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other.

BOARD OF DIRECTORS

General Powers. Except as otherwise provided herein, all of the business and affairs of the Corporation shall be managed and controlled by the Board of Directors.

Director Bylaws. For their own government the Directors may adopt bylaws not inconsistent with the Articles of Incorporation of the Corporation and this Code of Regulations.

Limitation Clause. Subject to the provisions of Ohio Nonprofit Corporation Law and the Articles of Incorporation and this Code of Regulations, the Board of Directors are authorized and empowered to do and perform every act and thing whatsoever which they shall deem necessary, expedient or advisable to carry out the purposes of this Corporation.

Number. The Board of Directors shall consist of such number of persons, not less than nine and not more than eleven, including ex-officio directors, as may be determined by the Member at any annual meeting or special meeting called for the purpose of electing directors, and when so fixed, such number will continue to be the number of authorized directors until changed by the Member. The person serving as Chairperson of the Board of Directors of the Member, the person serving as President of the Member, and the person serving as Team Leader of the National Robotics Competition conducted by the Corporation, and the member of The Executive Committee of the Member designated by the Member to serve as Executive Committee Liason to the Corporation, will serve as ex-officio voting members of the Board of Directors of the Corporation with all rights and privileges of members of the Board of Directors while they hold those positions (the “Ex-Officio Directors”). The remaining Directors will be elected by the Member (the “Elected Directors”).

Term. The initial Elected Directors of the Corporation will be assigned as nearly equally as possible, to one, two and three year initial terms. Elected Directors (other than the initial Elected Directors and Directors elected to fill a vacancy in office) will serve for three year terms. There is no limit on the number of consecutive terms during which a Director may serve. Elected Directors will hold office until the expiration of the term for which they were elected and will continue in office until their respective successors are duly elected and qualified.

7 Resignation. Any Director of the Corporation may resign at any time, either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the Secretary of the Corporation. Such resignation shall take effect at the time specified therefore and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.

Removal. A Director may be removed, with or without cause, by the vote of the Member.

Vacancies. Any vacancy occurring in the Board of Directors and any Directorship to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of the Member. A Director elected to fill a vacancy occurring in the Board of Directors shall be elected for the unexpired term of his predecessor in office.

Annual Meeting. The Annual Meeting of the Board of Directors shall be held within 20 days following the Annual Meeting of the Member on a date selected by the Chairperson for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The Annual Meeting shall be in the place and at the time specified in the notice of said Meeting.

Regular Meeting. Regular Meetings of the Board of Directors may be held, at such time and at such place as shall from time to time be determined by the Board of Directors.

Special Meetings. Special Meetings of the Board of Directors may be called by the Chairperson, the President, or any two Directors at such place and time as the person or persons calling such meeting shall specify.

Location of Meeting. Meetings of the Directors may be held at any place within or without the State of Ohio as specified in the notice of the Meeting.

Notice. Written notice of the time and place of each meeting of the Directors shall be given to each Director by personal delivery or sent by telegram, by United States mail, express mail, or courier service, with postage or fees prepaid or by Authorized Communications Equipment, at least two days before the meeting, which notice need not specify the purpose of the meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. If the notice is mailed, it shall be deemed to be delivered when deposited in the United States Mail so addressed with postage thereon prepaid. If notice be given by telegram or cablegram, or other Authorized Communications Equipment, such notice shall be deemed to be delivered when the notice is delivered by the sending facility. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Quorum. A majority of the elected and acting Directors is necessary to constitute a quorum for a meeting of the Directors. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board. If a quorum is not present, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice. Each member of the Board of Directors shall be entitled to one vote.

Action By Unanimous Written Consent. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors of the Corporation. Any such writing shall 8 be filed with, or entered upon, the records of the Corporation. Any transmission by Authorized Communications Equipment that contains the affirmative vote or approval of the Director is a signed writing for purposes of an action by the Directors without a meeting.

Procedure. The Chairperson shall preside at the meetings of the Board of Directors. The Board of Directors may adopt its own rules of procedure as provided in Article V, Section 2, above.

Telephonic Meetings. Director meetings may be held through any Authorized Communications Equipment if all persons participating can hear each other and participate in the meeting. Persons attending the meeting pursuant to this provision are to be treated as present at the meeting.

Compensation and Expenses. Directors as such shall not receive any stated salaries for their services, but upon approval of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each Regular or Special Meeting; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

COMMITTEES

Authority to Create Committees. The Directors have power to create from time to time committees, standing or special, and to give them the powers and authority, to revoke their appointment, or restrict or modify their powers, as the Directors deem best provided that no committee will consist of less than three Directors.

Executive Committee. The Directors, by resolution adopted by a majority of Directors, may designate three or more Directors to constitute an executive committee, which committee, to the extent provided in the resolution, will have all of the authority of the Directors in the Corporation’s management, except as otherwise required by Ohio law, the Articles of Incorporation, or this Code of Regulations. All actions of the executive committee are subject to revision or alteration by the Directors, provided that no rights of any third person may be affected thereby.

Vacancies. Vacancies in the membership of any committee may be filled by the Directors at a Directors’ meeting.

Meeting Minutes. The executive committee will keep regular minutes of its proceedings and report to the Directors when required.

OFFICERS

Officers. The Officers of the Corporation shall consist of a Chairperson of the Board, a President, and, if desired, a Vice-Chairperson of the Board, one or more VicePresidents, a Treasurer, a Secretary and such other Officers and assistant Officers as may be deemed necessary, each of whom may be designated by such other titles as may be provided in the Articles of Incorporation, this Code of Regulations, the bylaws of the Board of Directors or a Resolution of the Directors. Unless the Articles of Incorporation or this Code of Regulations otherwise provide, none of the officers other than the Chairperson and Vice-Chairperson need be

9 a Director. Any two or more offices (except for the offices of President and VicePresident) may be held by the same person.

Election and Term of Office. The Officers of the Corporation shall be elected annually by the Board of Directors at the Annual Meeting of the Board of Directors. Each Officer shall hold office until his successor shall have been duly elected and accepted office or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Vacancies. A vacancy in office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

President. Unless otherwise provided by the Directors, the President will be the chief executive officer of the Corporation and will have the authority generally associated with that position except to the extent the Directors may expand or restrict such authority. The President will be an ex officio member of the executive committee or any other committee, will preside at all directors’ meetings unless the Directors have elected a Chairperson, who will preside at the Directors’ meetings, and will see that all orders and resolutions of the Directors are carried into effect. The President will have the authority to execute bonds, mortgages, and other contracts, except where required or permitted by Ohio law to be otherwise signed and executed and except where the signing and execution would be expressly delegated by the Directors to some other officer or agent of the Corporation.

Vice-President. One or more VicePresidents may be elected from among the Directors and, in the absence of the President, the VicePresidents (in the order of their election) shall perform the duties of President.

Chairperson of the Board. The Chairperson of the Board shall be elected from among the Directors of the Corporation, shall preside at all meetings of the Board of Directors, and have such duties as are assigned to him or her.

Vice-Chairperson of the Board. One or more ViceChairperson of the Board, if any, may be elected from among the Directors and in the absence of the Chairperson, the ViceChairperson (in the order of their election) shall perform the duties of the Chairperson.

Treasurer. The Treasurer shall, subject to the direction of the Chairperson, have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of this Code of Regulations; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairperson or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety as the Board of Directors shall determine.

Secretary. The Secretary shall, subject to the direction of the Chairperson keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; assure 10 that minutes of all meetings of other committees are prepared and filed with the records of the Corporation; keep a record of actions by the Member; assure that all notices are given in accordance with the provision of this Code of Regulations or as required by law; be custodian of the Corporation’s records and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.

Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and the Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the Board of Directors.

EMPLOYEES

The Board of Directors may establish such positions of employment as it deems desirable from time to time and shall fix the salaries and other terms of employment for such positions.

AGENTS AND REPRESENTATIVES

The Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as may be consistent with the Articles of Incorporation and this Code of Regulations, to the extent authorized or permitted by law.

INDEMNITY OF DIRECTORS, MEMBERS, OFFICERS AND EMPLOYEES, ETC.

Discretionary Indemnification for Lawsuits Brought by Third Parties. The Corporation may indemnify or agree to indemnify any person who was 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 or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a director, trustee, officer, employee, incorporator, or agent of the Corporation, or is or was serving at the Corporation’s request as a director, trustee, officer, employee, incorporator, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company or a partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the Corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the Corporation’s best interests, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Discretionary Indemnification for Lawsuits Brought by Corporation. The Corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation

11 to procure a judgment in its favor by reason of the fact that he is or was a director, trustee, officer, employee or agent of the Corporation, or is or was serving at the Corporation’s request as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company or a partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the Corporation’s best interest, except that no indemnification will be made in respect of: any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that, the court of common pleas having jurisdiction of the Corporation, or the court in which the action or suit was brought, determines 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 indemnity for such expenses as the court of common pleas or other court deems proper; or any action or suit in which the only liability asserted against a director arises pursuant to ORC § 1702.55 for unlawful loans, dividends or distributions.

Mandatory Indemnification. To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of Article X, or in the defense of any claim, issue or matter therein, he will be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

Determination of Discretionary Indemnification. Any indemnification under Sections 1 and 2 of Article X, unless ordered by a court, will be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of Article X. The determination will be made: by a majority vote of a quorum consisting of Corporation’s directors who were not and are not parties to or threatened with the action, suit or proceeding for which indemnification is sought and the affirmative vote of the Member; or if a quorum of the Corporation’s directors is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years; or by the affirmative vote of the Member; or by the court of common pleas having jurisdiction of the Corporation or the court in which the action, suit or proceeding was brought.

Any determination made by the disinterested directors under Section 4(a) of Article X or by independent legal counsel under Section 4(b) of Article X will be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation under Section 2 of Article X, and within ten days after receipt of that 12 notification, the person notified will have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of the determination.

Discretionary Advancement of Costs. The Corporation may pay the expenses, including attorney's fees, incurred by a trustee, director, officer, employee or agent in defending any action, suit or proceeding referred to in Sections 1 and 2 of Article X, as they are incurred, in advance of the final disposition of the action, suit or proceeding as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the trustee, director, officer, employee, member, manager, or agent to repay the amount if it is ultimately determined that he is not entitled to be indemnified by the Corporation.

Remedies. The indemnification authorized by this Article X will be in addition to any other rights granted to those seeking indemnification under the Articles of Incorporation or other provisions of this Code of Regulations or any agreement, vote of disinterested directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding office, and will continue as to a person who has ceased to be a director, trustee, officer, employee or agent and will inure to the benefit of the heirs, executors, and administrators of such person.

Insurance. The Corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds, letters of credit and self-insurance, on behalf of or for any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the Corporation’s request as a director, trustee, officer, employee, member, manager, or agent of another Corporation, domestic or foreign, nonprofit or for profit, a limited liability company or a partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any corporate capacity, or arising out of his status as a director, trustee, officer, employee or agent, whether or not the Corporation would have the power to indemnify him against liability under this Section. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

Payment of Expenses. The authority of the Corporation to indemnify persons pursuant to Sections 1 and 2 of Article X does not limit the payment of expenses as they are incurred, indemnification, insurance or other protection that may be provided pursuant to Section 7. Sections 1 and 2 do not create any obligation to repay or return payments made by the Corporation pursuant to Sections 5, 6 or 7.

No Mandatory Indemnification of Volunteers. Section 1702.12(E)(5) of the Ohio Nonprofit Corporation Law will not apply to the Corporation to the extent that it requires the indemnification of volunteers (as that term is defined in §1702.01(N) of the Ohio Nonprofit Corporation Law) other than directors or officers of the Corporation or directors or officers of another domestic or foreign nonprofit corporation or corporation for profit, or partnership, joint venture, employee benefit plan, trust or other enterprise serving at the request of the Corporation.

CONTRACTS AND BANKING

Contracts. The Board of Directors may authorize any officer or officers, agent, or agents, to enter into any contract or execute or deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to special instances.

13 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

Checks. 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, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Loans. No loan shall be made to this Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

ACCOUNTING YEAR AND AUDIT

Accounting Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.

Audit. At the end of the accounting year, the books of the Corporation shall be closed and a financial statement prepared for such year. If directed by the Board of Directors, such financial statement shall be certified by an independent firm, the partners of which are certified public accountants. Such financial statement shall be promptly mailed to each Director and to the Member and shall be submitted to the Board of Directors at the Annual or a Special Meeting.

MISCELLANEOUS

Books and Records. The Corporation shall keep correct and complete books and records and minutes of the proceedings of the Board of Directors, and any committees which have had activities in connection with the Corporation’s business. It shall also record as part of its records any actions of the Member as they affect the Corporation. Copies of the actions of the Member and the minutes of the Board of Directors shall be regularly distributed, or made available, to the Member and to each member of the Board of Directors. The books and records of account, and the records of the actions of the Member and the minutes and proceedings of the Board of Directors shall be open to inspection upon a written demand of the Member and at any reasonable time and for any purpose reasonably related to its interest as the Member. Such inspection may be made by any officer, agent or attorney of the Member and the right to make such inspection shall include the right to make notes or copies.

Loans to Officers and Directors Prohibited. No loans shall be made by the Corporation to its officers, Directors or employees.

Rules. The Board of Directors may adopt, amend or repeal Rules (not inconsistent with this Code of Regulations) for the management of the internal affairs of the Corporation and the governance of its officers, agents, committees and employees.

AMENDMENTS

14 The Code of Regulations of the Corporation may be altered, amended or repealed and a new Code of Regulations adopted by the affirmative vote of the Member.

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