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<br />Corporation may, by Board resolution, reimburse expenses, including attorneys' fees and <br />disbursements, incurred by a person in connection with a proceeding at a time when such person <br />is a witness but has not been made or threatened to be made a party to such proceeding. <br /> <br />SECTION 9 <br />AMENDMENTS <br /> <br />These Bylaws may be amended or restated by the affirmative vote of a majority of all <br />directors of the Corporation without further approval by the voting members. <br /> <br />The undersigned, Secretary of Midwest Consortium of Municipal Utilities, hereby <br />certifies that the foregoing Bylaws of the Corporation were adopted at a meeting of the Board of <br />Directors duly held on , 2004 and became effective immediately. <br /> <br />Secretary <br /> <br />158519 <br />