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ARTICLE XV <br />PROHIBITED TRANSACTIONS <br />SECTION 1: Loans. <br />Except as permitted by Section 5236 of the Code, the Corporation shall not make any loan of <br />money or property to, or guarantee the obligation of, any Director or officer; provided, however, <br />that the Corporation may advance money to a Director or officer of the Corporation or any <br />subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such <br />officer or Director so long as such individual would be entitled to be reimbursed for such expenses <br />absent that advance. <br />SECTION 2: Self -Dealing Transactions. <br />Except as provided in Section 3, below, the Board shall not approve or permit the <br />Corporation to engage in any self-dealing transaction. A self-dealing transaction is a <br />transaction to which the Corporation is a party and in which one or more of its Directors has a <br />material financial interest, unless the transaction is described in Section 5233(b) of the Code. <br />SECTION 3: Approval. <br />This Corporation may engage in a self-dealing transaction if the transaction is approved by a <br />court or by the Attorney General. This Corporation also may engage in a self-dealing <br />transaction if the Board determines, before the transaction, that (1) the Corporation is entering <br />into the transaction for its own benefit; (2) the transaction is fair and reasonable to the <br />Corporation at the time; and (3) after reasonable investigation, the Board determines that it <br />could not have obtained a more advantageous arrangement with reasonable effort under the <br />circumstances. Such determinations must be made by the Board in good faith, with knowledge <br />of the material facts concerning the transaction and the interest of the Director or Directors in <br />the transaction, and by a vote of a majority of the Directors then in office, without counting <br />the vote of the interested Director or Directors. <br />ARTICLE XVI <br />CONSTRUCTION AND DEFINITIONS <br />Unless the context otherwise requires, the general provisions, rules of construction, and <br />definitions contained in the Code as amended from time to time shall govern the construction <br />of these Bylaws. Without limiting the generality of the foregoing, the masculine gender <br />includes the feminine and neuter, the singular number includes the plural and the plural <br />number includes the singular, and the term "person" includes a corporation as well as a natural <br />person. <br />San Leandro Improvement Association Bylaws 21 October 2013 <br />