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action or transaction (i) is not less favorable to the Corporation than <br />an arm's length contract, action or transaction in which no director or <br />officer or other agent of the Corporation has any interest or (ii) is <br />otherwise fair to the Corporation as of the time it is authorized. <br />Any interested director may be counted in determining the presence <br />of a quorum at any meeting of the Board or any committee thereof <br />which authorizes the contract, action or transaction. <br />TENTH: Upon the dissolution of the Corporation, any assets remaining shall <br />DISSOLUTION be conveyed to any person or organization as shall be selected by the <br />affmnative vote of a majority of the Board. <br />ELEVENTH: Any provision of these Articles of Incorporation may be amended <br />AMENDMENT only (a) by the affirmative vote of a majority of the members of the <br />Corporation at any meeting at which a quorum is present, and (b) <br />after receipt of approval of such amendment by resolution of the <br />legislative authority of each participating political subdivision, and <br />(c) upon filing the approved amendment and resolution with the <br />Ohio Secretary of State; provided that such amendment shall be <br />consistent with the applicable provisions of ORC Chapters 1702 and <br />1710. <br />4 <br />37145SSdL <br />