(b) The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the Corporation may at its discretion provide for indemnification or ad- vancement of expenses in a resolution of its members or Directors, in a contract or in its articles of incorporation. (c) Any repeal or modification of the foregoing provisions of this Article XIV for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification. If any provision of this Article XIV or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provisions or parts shall remain in full force and ef- fect. (d) As used in this Article XIV, the following terms have the following mean- ings: (1) Director or Officer. The term “director” or “officer” means (i) a di- rector or voluntary officer of the Corporation and (ii) while an individual is a director or officer of the Corporation, the individual’s serving at the Corporation’s request as a direc- tor, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign Corporation, nonprofit Corporation, or other person or of an employee benefit plan, and (iii) any other position (not with the Corporation itself) in which a direc- tor or officer of the Corporation is serving at the request of the Corporation and for which indemnification by the Corporation is permitted by the Act. (2) Proceeding. The term “proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investi- gative, and whether formal or informal. Section 14.2 Limitation. Notwithstanding any other provision of this Article XIV, dur- ing any period that the Corporation is a “private foundation” within the meaning of §509 of the Code, the Corporation shall not indemnify any person against such expenses, judgment, fines, or amounts paid or necessarily incurred, nor shall the Corporation purchase or maintain such insur- ance, to the extent that any such indemnification, purchase, or maintenance would be determined to be an act of self-dealing within the meaning of §4941 of the Code, or to be otherwise prohibit- ed under the Code, unless and to the extent (i) a court orders such indemnification, or (ii) the pur- chase or maintenance of such insurance can be treated as reasonable compensation to such person. ARTICLE XV AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Directors at any regular or special meeting of the Board of Directors if proper notice is given pursuant to Section 4.6; provided, however, that these Bylaws may only be amended in a manner which would not disqualify the Corporation under §501(c)(3) of the Code. Such notice shall summarize the proposed changes to be made. The adoption of new Bylaws or the alteration, 12