Minutes-9/1/2016

Code). Subject to the requirements contained within Section 507(b)(2) of the Code, this foundation may distribute its assets to a successor foundation. No distribution shall be made to any taxable entity. 14.02 Any of such assets not so disposed of shall be disposed of by the District Court of the State of Iowa of the County in which the principal office of the Corporation is located, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XV EXECUTION OF INSTRUMENTS 15.01 Deeds, mortgages, contracts, conveyances and other instruments creating, conveying, granting or releasing any interest in real estate and all other instruments or contracts having or requiring the acknowledgment of the Corporation shall be sufficiently executed if signed by the President or a Vice President and by the Secretary or some other officers. 15.02 The Bylaws or a special resolution of the Board of Directors or the executive committee, if any, acting in its stead, may provide for some other method or methods of execution of any of the instruments referred to in this Article XV by any member of the Board of Directors. 15.03 All other instruments in writing, other than those specifically designated in this Section, may be executed by the President, Vice President, or the Secretary of the Corporation, or as may be otherwise provided by the Bylaws. ARTICLE XVI INDEMNIFICATION This Corporation shall indemnify any person who is or was a director, officer, employee, or volunteer of this Corporation, or any such person who, while a director, officer, employee, member or volunteer of this Corporation, is serving or has served, at the request of this Corporation, as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible, against expenses, including attorney fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person relating to such person's conduct while acting in any capacity set forth above in this Article XVI, except that the mandatory indemnification required by this sentence shall not apply to the extent that any provision of the Act would prohibit this Corporation from indemnifying such person or persons. The foregoing right of indemnification shall also inure to the benefit of any such indemnified person's heirs, executors, personal representatives, and administrators to the extent permitted by law.