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, � , . , <br /> to institute it shall be deemed its final determination; (c) a <br /> �� judgment of conviction in any criminal action, suit or proceeding <br /> shall not constitute a determination that the person so convicted <br /> . has been derelict in the performance of his duties if it is deter- � <br /> mined by a majority of the members of the Board of Directors who . <br /> were not a party thereto, although less than a quorum, or by one � � <br /> or more disinterested persons to whom the question may be referred <br /> . by the Board of �Directors that the person so convicted acted in <br /> good faith, for a purpose which he reasonably believed to be in � <br /> the best interest of the corporation, and that �he had no reason- <br /> able cause to believe that his conduct was unlawful. The corpor- <br /> • ation shall also indemnify an employee who is not an officer to <br /> the same extent that it does an officer. The foregoing right � <br /> • of indemnification shall not be exclusive of any other rights <br /> to which any director or officer or employee may be entitled as <br /> a matter of law or which may be Iawfully granted to him. <br /> ARTICLE VIII <br /> Amendments <br /> . Section 8.01. These By-laws may be amended or altered by <br /> a vote of two-thirds of the directors who are present and entitled . <br /> to vote at any �meeting, provided that notice of the proposed amend- <br /> ment shall have been given to the directors in the notice of such <br /> meeting. <br /> The unde�rsigned, , Incorporator-Director <br /> of the Orono Crime Prevention and Criminal Apprehension Fund, hereby � <br /> • certifies th at the foregoing By-laws were duly adopted as the complete ' <br /> � � By-laws of this corporation by the Board of Directors of s aid corporatio�. <br /> -11- <br />