Section 114 Resignation and Removal. Any director may resign at any time by giving written notice to the Executive Director, another Board member, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such director, and the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed for cause by action of the Board.

Section 116 Liability. No director shall be liable for any debt, obligation or liability of the corporation.

Section 117 Board Assessment & Evaluation Policy. The Board has established a separate Performance Management Policy. On an annual basis the Board shall receive a formal assessment of the past year's performance to review on-going operations and development activities to assure Chimorel achieves its mission. The assessment and evaluation process will include consideration of organizational strengths and weaknesses, as well as, consideration of the changing environment and implications for Chimorel operations. At the time of this review the Executive Director will present goals for the current fiscal year and beyond. At the time of this review the Board will participate in strategic planning activities and monitor measurable objectives to ensure Chimorel continues to fulfill its mission.

Section 118 Conflict of Interest Policy. The Board has established a separate Conflict of Interest Policy. Any Director or Officer who is aware that the organization is about to enter into any transaction which presents a potential conflict of interest with any person/entity has a duty to disclose such potential conflict and to abide by Chimorel's Conflict of Interest Policy in both spirit and in practice. The duty to disclose shall include (1) disclosure of such person's interest or position and (2) any material facts known that bear on the advisability of such transaction. A person with a potential conflict of interest may not vote on any decision to enter into such a transaction.

Article 2 Officers & Executive Director

Section 201 Number, Qualification, Election and Term. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, as the Board may from time to time deem advisable. Any officer may be, but is not required to be, a Director of the Corporation. The officers of the Corporation shall be appointed by the Board at the regular annual meeting of the Board. Each officer shall hold office until the annual meeting of the Board next succeeding his/her appointment, and until his/her successor shall have been appointed and qualified, or until his/her death, resignation or removal.