RVC INVESTMENTS BYLAWS - Laserfiche WebLink

Except in the case of a self dealing director, as described in Section 4.23 of these Bylaws, a person who performs the duties of a Director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a Director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the corporation, or assets held by it, are dedicated. Section 4.22. Standard of Care Investments. Except with respect to assets held for use or used directly in carrying out this corporation's charitable activities, in investing, reinvesting, purchasing, acquiring, exchanging, selling and managing this corporation's investments, the Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of this corporation's capital. The provisions of Section 4.21 of these Bylaws shall apply to this Subsection. Section 4.23. Self Dealing Transactions. Except as provided below, the Board shall not approve a self dealing transaction. A self dealing transaction is one in which the corporation is a party and in which one or more of the Directors has a material financial interest or a transaction between this corporation and any entity in which one or more of its Directors has a material financial interest. The Board may approve a self dealing transaction if a majority of the Board, not including the self- interested director, determines that the transaction is fair and reasonable to this corporation and, after reasonable investigation under the circumstances, determines that they could not have secured a more advantageous arrangement with reasonable effort under the circumstances. Section 4.24. Inspection. Every Director shall, at his or her own expense, have the absolute right at any reasonable time during the business hours of the corporation to inspect and copy all books, records, and documents, and to inspect the physical properties of this corporation. Article V OFFICERS Section 5.1. Officers of the Corporation. The officers of the corporation shall be a president, a vice president, a secretary, and a chief financial officer. The corporation may also have, at the Board's discretion, a chairman of the Board, one or more vice presidents, one or more assistant secretaries, one or more assistant financial officers and such other officers as may be appointed in accordance with Section 5.3 of these Bylaws. Any number of offices may be held by the same -6-