Conflict of Interest Transaction Bylaws

No director of the corporation, or any family member of such director, or any corporation, partnership, association, trust or other entity in which such director, or family member of such director, serves as a director, partner or trustee, or has a financial interest, shall be permitted to enter into any contract or transaction with the corporation unless:

(a) Such director discloses to the Board of Directors of the corporation the material facts as to his or her or his or her family member's relationship with or interest in the entity proposing to enter into the contract or transaction with the corporation, and the Board of Directors authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors (even though the disinterested directors may constitute less than a quorum); and

(b) The contract or transaction is fair to the corporation.