+21. Conflict of Interest

[Bylaw No. 1, Article 19]

In supplement of and not by way of limitation upon any rights conferred upon directors by the Act, it is declared that no director shall be disqualified by his/her office from, or vacate the office by reason of, holding any office or place of profit under the Corporation or under any corporation in which the Corporation shall be a shareholder or by any reason of being otherwise in any way directly or indirectly interested or contracting with the Corporation either as a vendor, purchaser or otherwise being concerned in any contract or arrangement made or proposed to be entered into with the Corporation in which he/she is in any way directly or indirectly interested either as vendor, purchaser or otherwise nor shall any director be liable to account to the Corporation or any of its members or creditors for any profit arising from any such office or place of profit; and, subject to the provisions of the Act, no contract or arrangement entered into by or on behalf of the Corporation in which any director shall be in any way directly or indirectly interested shall be avoided or voidable and no director shall be liable to account to the Corporation or any of its members or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship. A director who is in any way directly or indirectly interested in a contract or proposed contract with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such director shall vote on any resolution to approve any such contract.

Adopted June 10, 2025