ARTICLE XVII STANDARDS OF CONDUCT Section 17.1 General Standards of Conduct. Each Director shall discharge the Direc- tor’s duties as a Director, including the Director’s duties as a member of a committee of the Board, and each Officer shall discharge the Officer’s duties, (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (iii) in a manner the Officer or Director reasonably believes to be in the Corporation’s best interests. Section 17.2 Reliance on Information. In discharging his or her duties, a Director or Of- ficer is entitled to rely on information, opinions, reports, or statements, including financial state- ments and other financial data, if prepared or presented by (i) one or more Officers or employees of the Corporation whom the Director or Officer reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, a certified public accountant, or another person as to matters the Director or Officer reasonably believes are within such person’s professional or expert competence, or (iii) in the case of a Director, a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director or Officer is not acting in good faith if the Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 17.2 above unwarranted. Section 17.3 Compliance with Standards of Conduct. A Director or Officer is not liable in his or her capacity as a Director or Officer to the Corporation or its Members for any action taken or omitted to be taken as a Director or Officer, as the case may be, if, in connection with such act or omission, the Director or Officer performed the duties of the position in compliance with this Article XVII. ARTICLE XVIII RECORDS Section 18.1 Minutes, Etc. The Corporation shall keep as permanent records minutes of all meetings of each Board, a record of all actions taken by any Board without a meeting, a record of all actions taken by a committee of any Board in place of such Board on behalf of the corpora- tion, and a record of all waivers of notices of meetings of each Board or any committee of each Board. Section 18.2 Accounting Records. The Corporation shall maintain appropriate account- ing records. Section 18.3 Records in Written Form. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. Section 18.4 Records Maintained at Principal Office. The Corporation shall keep a copy of each of the following records at its principal office: (a) The articles of incorporation; (b) These Bylaws; 14