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shall be nine (9). This provision is subject to amendment by a <br />majority vote of the full board. <br />Section 3. Good Faith; standard of care; reliance on <br />information presented by others and liability <br />(a) A director shall perform the duties of a director, <br />including duties as a member of any committee of the Board upon <br />which the director may serve, in good faith, in a manner such <br />director believes to be in the best interests of the <br />Corporation and with such care, including reasonable inquiry, <br />as an ordinarily prudent person in a like position would use <br />under similar circumstances. <br />(b) In performing the duties of a director, a director <br />shall be entitled to rely on information, opinions, reports or <br />statements, including financial statements and other financial <br />data, in each case prepared or presented by: <br />(1) One or more officers or employees of the <br />Corporation as to matters which the director believes to be <br />within such person's professional or expert competence; or <br />(2) Counsel, independent experts, accountants or <br />other persons as to matters which the director believes to be <br />within such person's professional or expert competence; or <br />(3) A committee of the board upon which the <br />director does not serve, as to matters within its designated <br />authority, which committee the director believes to merit <br />confidence, so long as in any case, the director acts in good <br />faith, after reasonable inquiry when the need therefor is <br />indicated by the circumstances and without knowledge which <br />-4- <br />