Bylaws Article XIV

NOBUG P.O. Box 14351-97293 Portland, Oregon 97293-0351

ARTICLE XIV - Conflict of Interest

14.1 Conflict of Interest Transactions:

A conflict of interest transaction is a transaction with the corporation in which a director or officer of the corporation has direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director or officer if:

(a) the transaction is fair to the corporation at the time it was entered into,

(b) the material facts of the transaction and the director's or officer's interests are disclosed or known to the Board of Directors,

(c) the Board of Directors considers and in good faith determines after reasonable investigation in the circumstances that the corporation could not obtain a more advantageous arrangement with reasonable effort in the circumstances,

(d) the corporation enters into the transaction for its own benefit, and

(e) the transaction is approved either (i) by the vote of the Board of Directors, or (ii) by obtaining the approval of the Oregon Attorney General or a circuit court of the State of Oregon in an action in which the Oregon Attorney General is joined as a party.

For the purposes of the section, a director or officer of the corporation has an indirect interest if:

(a) another entity in which the director or officer has a material interest or in which the director or officer is a general partner is a party to the transaction, or

(b) another entity of which the director or officer is a director, officer, or trustee is a party to the transaction, and the transaction is or should be considered by the Board of Directors.

For purposes of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors of the Board of Directors who have no direct interest in the transaction. A transaction may not be authorized, approved, or ratified by a single director. If a majority of the directors who have no direct or indirect interest in the transaction votes to authorize, approve, ratify the transaction, a quorum is present for the purposes of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section if the transaction is otherwise approved as provided in this section. The provisions of this section do not apply to a transaction that is part of an educational or charitable program of the corporation if it (i) is approved by the corporation in good faith and without unjustified favoritism and (ii) results in a

14.2 Loans to or Guaranties for Directors and Officers.

The corporation may not lend money to or guarantee the obligation of a director or officer of the corporation; provided, however, that the corporation may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of the duties of such a director or officer if, in the absence of such advance, such director or officer would be entitled to be reimbursed for such expenses by the corporation.