Project Peacepal

“Advertising and Promotion $742”

“Office Expenses $50”

“Information Technology $1089”

“Travel $50”

“Conferences, Conventions, and Meetings $863”

“Insurance $1099”

“International Partners expense $7103”

“Telephone $796”

“Bank fees $741”

“Supplies $513”

“Board expenses $100”

“Dues $50”

“Taxes & Licenses $46”

“Inventories - Beginning $1039 Inventories - Ending $1178”

“Accounts Payable and Accrued Expenses - Beginning $176 Accounts Payable and Accrued Expenses - Ending $1904”

“AMENDED AND RESTATED BY-LAWS OF PROJECT PEACEPAL, INC. A non-profit Corporation)THESE AMENDED AND RESTATED BYLAWS (these By-laws), dated as of 6 November 2013 set forth the By-laws of Project PeacePal, Inc., a New Mexico nonprofit Corporation (herein the Corporation, Project PeacePal), which will become effective when duly adopted by resolution of the Board of Directors, and will supersede all prior By-laws and all prior amendments to the By-laws of the Corporation.ARTICLE INAME, OFFICE, AND SEALSection 1. NAME OF THE CORPORATION - The name of the Corporation shall be Project PeacePal, Inc.Section 2. OFFICE - The principal office of this Corporation shall be located in the County of Bernalillo and State of New Mexico, and may transact business at an address or other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.Section 3. CORPORATE SEAL - The Corporation may adopt a Corporate Seal, which shall have inscribed thereon the name of the Corporation and the year and State of its incorporation. However, no instrument executed by officers of this Corporation need bear any seal, unless required by law.ARTICLE IIPURPOSES, LIMITATIONS AND TAX EXEMPT STATUSSection 1. NONPROFIT CORPORATION - The Corporation is organized as a nonprofit Corporation in accordance with the Nonprofit Corporation Act of the State of New Mexico, as amended (the "Act"). Section 2. CHARITABLE AND EDUCATIONAL PURPOSES - The Corporation is organized and will be operated exclusively for charitable and educational purposes including, without limitation, (i) to administer, establish policies for, and assist in developing financial and other resources for Project PeacePal, Inc; (ii) to engage in any other lawful activity for which nonprofit Corporations may be incorporated under the Act and which are permitted under Section 501(c)(3) of the Internal Revenue Code, as amended (the "I.R.C."), or any corresponding section of any future federal tax code of the United States of America; and in particular to fulfill its current stated mission, which as of this writing is: Project PeacePals mission is to inspire young people to become peace building leaders.Section 3. NO CAPITAL STOCK; NO DIVIDENDS - The Corporation will not have or issue shares of capital stock, and the Corporation will pay no dividends. Section 4. LIMITATION ON NET EARNINGS AND COMPENSATION - No part of the net earnings of the Corporation will inure to the benefit of, or be distributable to the officers or directors of the Corporation, or to other private persons, except that the Corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article II. Section 5. LIMITATION ON LEGISLATIVE AND POLITICAL ACTIVITIES - No substantial part of the activities of the Corporation will be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation will not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Section 6. OTHER LIMITATIONS ON TAX EXEMPT CORPORATION - Notwithstanding any other provision of these By-laws, the Corporation will not carry on any other activities not permitted to be carried on (i) by a Corporation exempt from federal income tax under Section 501(c)(3) of the I.R.C., or under any corresponding section of any future federal tax code, or (ii) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the I.R.C., or any corresponding section of any future federal tax code.ARTICLE IIIBOARD OF DIRECTORSSection 1. POWERS OF DIRECTORS - Subject to the limitations of the Articles of Incorporation, other sections of these By-laws, and New Mexico law, all corporate powers of the Corporation shall be exercised by or under the authority of, a”

“Section 5. REPRESENTATION - The Board of Directors shall consist of members being elected, ex-officio and/or appointed at-large, and consist of representatives from appropriate advisory, affiliate, auxiliary, membership (see Article X), community and/or professional organizations, whose number shall be specified by resolution of the Board of Directors at a duly convened meeting of the Corporation.Section 6. QUALIFICATIONS - Any person shall be qualified to be a voting member of the Board of Directors if he or she shall be over the age of eighteen (18) years, and is in support of the mission and goals of Project PeacePal, Inc. Section 7. TERMS OF OFFICE - All Directors shall have a regular term of two (2) years until the election of their successors at the annual meeting of the Corporation. There shall be a limit of three (3) consecutive terms that a Director may serve, because the Corporation recognizes the value in having regular turnover in the Board membership. Terms of office may be extended on a case-by-case basis, however, by a 2/3 majority vote of the entire Board of Directors. Terms of office will be staggered so that no more than three quarters of the terms of the Board members expire each year, unless otherwise waived by a 2/3 majority vote of the Board of Directors.Section 8. NON-VOTING EX-OFFICIO MEMBERS - The Board of Directors, by a two-thirds (2/3) majority vote, may appoint non-voting ex-officio members of the Board of Directors, and who shall not be counted in the number of Board members. Each of the said non-voting ex-officio members shall be entitled to participate in the deliberations of the Board of Directors, but shall have no vote or decision-making power, and shall be ineligible to hold office.Section 9. RESIGNATIONS - Any Director may resign at any time by delivering a written resignation letter to the Board of Directors of the Corporation.Section 10. REMOVAL - Any Director may be removed at any time for conduct which includes but is not limited to gross or willful neglect of his or her duties or conduct derogatory to the best interests of the Corporation. This will include, but not be limited to mismanagement of the affairs of the Corporation, breach of duties of care or loyalty, and improper use of inside information. A Director may also be removed for two (2) successive unexcused absences without prior notification at Board meetings. The affirmative vote of a two-thirds (2/3) majority of the entire Board of Directors shall be necessary to remove a member. Any Director proposed for removal shall be notified by mail at least five (5) days prior to the proposed removal of the time and place at which the meeting is to take place and shall be entitled to appear at such meeting and be heard.Section 11. VACANCIES - Vacancies, whether caused by a change in the number of Directors authorized by Board resolution; expiration of a term; or by premature death, illness, resignation, removal, or inability to serve an unexpired remainder of a normal term of a Director; may be filled by a majority vote of the entire Board of Directors. A person named to fill a vacancy shall be named to hold office until the expiration of the normal term of the person replaced; or until the expiration of the term specified for a newly created board position.Section 12. NOMINATION - The Chairperson with the approval of the Board of Directors, shall appoint a nominating committee or issue a charge to the committee responsible for nominations, not later than sixty (60) days prior to the annual meeting of the Corporation. Such committee shall prepare and submit to the Board of Directors a list of nominees for members of the Board of Directors. Nominees shall be selected based in part on the skill brought to bear on the program or management goals and objectives of the Corporation for the coming year, so that the Board will be better able to assist in their accomplishment. With the prior consent of the person so being nominated, any Board”

“SECTION 23. PROXY VOTING - Proxy voting may be done by any board member who expects to be unable to attend a meeting, and is allowed only for those members who cannot attend the entire meeting; proxies may not be assigned for parts of meetings. A proxy vote must be cast in writing and must (a) state who is authorized to cast the proxy vote; and (b) specify his/her vote on only approved agenda items announced through the distributed agenda prior to the meeting. Proxy votes shall not count toward the quorum required for a meeting.The Chairperson must be informed of all proxies prior to the start of the meeting in which the proxy is to be in effect, and all proxies must be certified by a majority of the Board of Directors immediately prior to the meeting in which said proxies will be voted. Only duly qualified voting members of the Board of Directors may be designated to act as a proxy, and no person so designated shall represent more than two (2) other qualified voting members. A member serving as a proxy must exercise his or her judgment as to the viability of instruction from the assigner when announced agenda items are amended or developed through the meeting process. The proxy vote must be either in the affirmative, in the negative, or an abstention on the question voted on, and may not be qualified in any way. The proxy vote must be entered as a proxy vote in the minutes of the meeting. The proxy vote must be ratified by the declaration of the proxy voter at the next regular or special meeting at which the member is present, and such ratification must be entered in the minutes of the meeting. If the member attends the meeting at which the proxy vote is taken, the proxy shall automatically be revoked. Section 24. E-MAIL, POSTAL, FAX AND TELEPHONE BALLOTS - A question may be referred to all members of the Board of Directors for decision by postal ballot sent to each member of the Board by certified or registered mail. A resolution based on such question adopted as a result of such postal ballot shall be as valid and effective as if it had been passed at a meeting of the Board, duly convened and held. Questions may also be referred to all members of the Board of Directors for decision by e-mail, facsimile (fax) or telephone ballot. Such a ballot must, however, be submitted in writing by each voting Board member and submitted to the Board Secretary, or his or her designee for verification within five days following the issuance of the ballot. All resolutions made in accordance with this Section shall be affirmed by a vote of the Board of Directors at its next regular meeting, and recorded in the minutes.Section 25. COMPENSATION - The Board of Directors shall not receive any salaries or compensation for their services on the Board, but by resolution of the Board expenses of attendance, if any, may be allowed for attendance at each meeting of the Board of Directors; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.Section 26. ANNUAL REPORTS - The Board of Directors shall receive and review, at the first Board meeting held following three months after the close of the fiscal year of the Corporation, a summary of the Corporation's activities and financial status during the preceding fiscal year.Section 27. CONDUCT OF MEETINGS - All meetings of the Board of Directors shall be in accordance with customary rules of order, or by the rules of order established by the Chairperson for each meeting.Section 28. ACTION WITHOUT A MEETING - Any action by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to this action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors through the Secretary.Section 29. TRANSFER OF MEMBERSHIP - Membership in the Board of Directors is not tran”

“Section 5. VACANCIES - A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.Section 6. REMOVAL OF OFFICERS - Any elected or appointed officer may be removed upon an affirmative vote of a two-thirds (2/3) vote of the full Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights. Upon removal of an officer his/her successor may be then elected at any meeting of the Corporation. Section 7. DUTIES OF THE CHAIRPERSON - The Chairperson (i) will be the principal executive officer of the Corporation; (ii) will preside at all meetings of the Board; (iii) will sign any contracts or other instruments authorized either generally or specifically by the Board; and (iv) in general, will supervise and control all of the business and affairs of the Corporation and perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board from time to time. The Chairperson also will serve as parliamentarian and make all decisions on the rules of order at all meetings of the Board or the Executive Committee, unless another person is selected by the Chairperson to serve as parliamentarian, or other rules of order are adopted, by a majority vote of the directors present at any meeting of the Board or the Executive Committee. The Chairperson shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.Section 8. DUTIES OF THE VICE CHAIRPERSON - In the absence of the Chairperson or in the event of her/his inability or refusal to act, the Vice Chairperson shall perform the duties of the Chairperson and when acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice Chairperson shall perform such other duties as may be assigned from time to time by the Chairperson or by the Board of Directors. In the event that the Corporation has more than one Vice-Chairperson, the Board shall adopt a resolution specifying a line of succession as to who shall perform the duties of the Chairperson in his/her absence or inability to act on behalf of the Corporation.Section 9. DUTIES OF THE SECRETARY - The Secretary will keep the minutes of the meetings of the Board and will keep books of the Corporation for that purpose; will see that all notices of meetings are given in accordance with these By-laws or as required by the law; will be the custodian of all records of the Corporation except for the financial records to be maintained by the Treasurer as provided in these By-laws; will countersign all documents required by law or by the Board; shall keep the seal of the Corporation and affix it to such papers and instruments as may be required in the regular course of business; and generally perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board from time to time. The Secretary shall assure that all minutes of Board meetings are provided to Board Members, along with the Board packets, within one week of the next Board meeting. Section 10. DUTIES OF THE TREASURER The Treasurer shall serve as the Financial Officer of the Corporation. The Treasurer will be responsible for receipt and custody of all funds donated to or belonging to or accruing to the Corporation at any time; will keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and will deposit or cause to be deposited all monies and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or deposi”

“ARTICLE VICOMMITTEES OF THE BOARD OF DIRECTORSSection 1. APPOINTMENT OF COMMITTEES - The Chairperson shall appoint the chair and other board members of such committees as may be authorized by the Board of Directors for such period as may be necessary. It shall be the responsibility of the Board to establish the duties of said committees. Section 2. AUTHORITY OF COMMITTEES - The committees, to the extent provided by board policy, board resolution, in the articles of incorporation or in the bylaws of the Corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to: a.amending, altering, restating or repealing the bylaws or articles of incorporation; b.altering or repealing board policy; c.electing, appointing or removing any member of any committee or any director or officer of the Corporation; d.adopting a plan of merger or adopting a plan of consolidation with another Corporation;e.authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; f.authorizing payment of a dividend or any part of the income or surplus revenue of the Corporation to its directors or officers;g.authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor;h.adopting a plan for the distribution of the assets of the Corporation; or i.amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him/her by law.Section 3. MEMBERSHIP OF COMMITTEES; INDEPENDENT MEMBERS - Committee membership shall be open to any interested person, may include non board members who bring relevant experience to a committee and shall be subject to the approval of the Board of Directors. All committees of the Board shall consist of at least two or more Directors. Only members of the Board of Directors shall be eligible to serve as Committee Chairpersons.In accordance with law and good business practice, several Board Committees require that its members be independent, including but not limited to the Finance Committee, the Audit Committee, and the Compensation Committee. A board member qualifies as independent if s/he meets these two key criteria of independence: a.No Compensation The director must not receive any direct or indirect compensation or other financial gain from Project PeacePal, including but not limited to consulting, advisory or other compensatory fees. This proscription extends to indirect payments made to spouses and other immediate family members. In addition, indirect payments include those made to an entity in which the member is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position and which provides accounting, consulting, legal, insurance, investment banking, or other financial advisory services to the Corporation or any of its subsidiaries. b.Not an "Affiliate" of the Corporation - the director may not be so affiliated with the Corporation as to be unable to differentiate between what is good for him or herself and what is good for the Corporation. A member is not independent if he or she is an "affiliated person" of the Corporation or any subsidiary, such as being an executive officer, an employee, a general partner or a managing member of an entity that is an affiliate of the Corporation. Section 4. BOARD COMMITTEES AND COMMITTEE CHARTERS - The Board shall establish committees and sub-committees from time to time by Board Policy and Resolution, and shall issue committee Charters to each committee established by the Board of Directors. Such Charter may”

“The Finance Committee shall also have the powers and authority set forth in any finance committee charter adopted by the Board in accordance with this Section as may from time to time be required by any rule or regulation to which the Corporation is subject. SECTION 11. AUDIT COMMITTEE OR SUBCOMMITTEE - There shall be a permanent standing committee or sub-committee of the Board of Directors known as the Audit Committee/Sub-Committee. With the approval of a 2/3 majority vote of the Board of Directors, the Finance Committee may serve as the Audit Committee. It shall be responsible for assisting the Board in its oversight of its financial and fiduciary responsibilities, including but not limited to the integrity of the Corporations financial statements; compliance with legal and regulatory requirements; nominating the independent auditor for confirmation by the Board; review of the Corporations system of internal controls and risk management; and monitoring Directors conflicts of interest.The Audit Committee shall be chaired by a member of the Board of Directors, and shall include at least two (2) other members of the Board of Directors. The Board of Directors may appoint non-board members to the Committee, based on their auditing and other related expertise. Only Board members and non-board members who are determined by the Board to be independent and to satisfy applicable regulatory requirements may serve as members of the Audit Committee. In exercising its oversight responsibilities, the Audit Committee shall consist of at least one member who is a designated financial expert. The Executive Director shall not be an ex-officio member of the Audit Committee, but may, upon invitation of the Committee, attend any meeting. A portion of each meeting with the external auditors and/or internal auditors shall be held without any member of Project PeacePal management present. The Audit Committee shall also have the powers and authority set forth in any audit committee charter adopted by the Board in accordance with this Section as may from time to time be required by any rule or regulation to which the Corporation is subject.SECTION 12. COMPENSATION COMMITTEE OR SUB-COMMITTEE - There shall be a permanent standing committee or sub-committee of the Board of Directors known as the Compensation Committee, whose form shall be determined by resolution of the Board of Directors either as (1) a standing Committee of the Board of Directors, or (2) a standing sub-committee of the Executive Committee. The Compensation Committee or sub-committee shall be appointed by the Chairperson of the Board of Directors, and shall include at least three (3) members of the Board of Directors. The Board of Directors may appoint non-board members to the Committee, based on their relevant expertise. Only Board members and non-board members who are determined by the Board to be independent and to satisfy applicable regulatory requirements may serve as members of the Compensation Committee.The responsibilities of the Compensation Committee or Sub-committee shall include but not be limited to an annual review and evaluation of the performance of the Executive Director, and recommendation to the Board for normal and customary adjustments to his/her total compensation as may be appropriate. Only independent members of the Board shall deliberate and/or vote on the recommendations. The Committee may also review and advise the Executive Director on the performance and total compensation for other executive management of the Corporation reporting directly to the Executive Director. The Compensation Committee or sub-committee shall also have the powers and authority set forth in any compensation committee charter adopted by the Board in accordance with this Section as may from time to time be required by any rule or regulation to which the Corporation is subject. ARTICLE VIIADVISORY COUNCILSSection 1. APPOINTMENT OF ADVISORY COUNCILS - The Board of Directors may establish a”

“ARTICLE XMEMBERSHIP AND MEMBERS OF THE CORPORATIONSection 1. MEMBERSHIP DEFINED - The Corporation may have regular members other than those on the Board of Directors. Such regular membership may be made available to individuals, businesses, or cooperating organizations, and all other persons interested in and supportive of the mission of the corporation. The Board of Directors shall adopt a Membership Charter, which will specify the duties and responsibilities as well as the benefits of such membership in the corporation. The Membership Charter shall be reviewed annually by the Board of Directors and at the annual meeting of the membership, and appropriate policies and procedures written into the policy manual of the Corporation, or other operating document(s). Each member shall have one (1) vote on items submitted to the membership for a vote, unless otherwise specified in the Membership Charter.Section 2. DUES - The Board of Directors shall annually recommend the amount of membership dues, if any, which shall be non-refundable and shall be paid to the treasury of the Corporation. The membership dues shall be ratified by the membership at its annual meeting, and fixed by resolution of the Board of Directors.Section 3. MEMBERSHIP MEETINGS - A general meeting of the members of this Corporation shall be held in conjunction with the annual meeting of the Board of Directors at the principal office of the Corporation, or at any other place determined by the Board of Directors. Special meetings of the membership may be called by the Board of Directors, or at the request of at least ten (10) members in good standing. Notification of any regular or special membership meetings shall be given to members at least ten (10) days in advance of such meeting, by mail, e-mail, telephone fax or in person.Section 4. MEMBERSHIP MEETING QUORUM - The Membership Charter shall establish the percentage of all members in good standing of the Corporation that must be present at a duly called and convened meeting of the membership to constitute a quorum for the transaction of business. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding voluntary withdrawal of enough members to leave less than a quorum.Section 5. LIABILITIES OF MEMBERS - No person who becomes a member of this Corporation shall be personally liable for any indebtedness, or liability or obligation of the Corporation, or to any and all creditors of this corporation for payment.ARTICLE XIFISCAL YEAR OF THE CORPORATIONSection 1. FISCAL YEAR DEFINED - The fiscal year of the Corporation shall be fixed by resolution approved by a two-thirds (2/3) majority vote of the Board of Directors.ARTICLE XIISTAFF OF THE CORPORATIONSection 1. GENERAL - The Board of Directors shall select and hire an Executive Director of the Corporation. The Executive Director shall be responsible for selecting and hiring all additional staff members. The selection of a new Executive Director or termination shall not be voted upon, unless this decision is announced in a written agenda with at least five (5) days notice prior to the meeting. Section 2. EXECUTIVE DIRECTOR DUTIES AND RESPONSIBILITIES - The duties and responsibilities of the Executive Director shall be spelled out specifically in both the job description and/or employment contract for the position. The Executive Director shall exercise authority for the administration and direction of the Corporation within the policy developed by the Board of Directors and shall ensure the Board's appropriate participation in the administration and direction of the Corporation. The Executive Directors responsibilities shall include but not be limited to providing staff services to the Board and its committees; preparing agendas in consultation with the appropriate Director; providing the Board of Directors with all regular reports regarding the progress and general operation of the program and all other information the Executive”

“ARTICLE XVWAIVER OF NOTICESection 1. WAIVER OF NOTICE - Whenever any notice is required to be given under the provisions of the laws of the State of New Mexico pertaining to non-profit Corporations, or under provisions of the Articles of Incorporation or the By-laws of this Corporation, a waiver of notice either approved by a majority vote of the Board of Directors attending the meeting in question and recorded in the minutes, or a waiver of notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. (See also Article III, Section 18 - Notice and Agenda.)ARTICLE XVIINDEMNIFICATION OF DIRECTORS AND OFFICERSSection 1. RIGHT TO INDEMNIFICATION - Subject to any limitations and conditions contained in the Articles of Incorporation or the Bylaws, including, without limitation, this Article XV, each person who was or is made a party or is threatened to be made a party or is involved in any administrative, arbitrative or investigative proceeding (hereinafter a Proceeding), or any appeal of a Proceeding or any inquiry or investigation that could lead to a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a member of the Board of Directors or officer of the Corporation, or while a member of the Board of Directors or officer of the Corporation, or while a member of the Board of Directors or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic Corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Corporation to the fullest extent authorized by Nonprofit Corporation Act of the State of New Mexico (the Act), (but, in the case of any amendment of the Act, only to the extent that amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against judgments, penalties (including excise and similar taxes), liens, settlements and reasonable expenses (including, without limitation, attorneys fees) actually incurred by such person in connection with a Proceeding, but if the Proceeding was brought by or in behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred or suffered by such person in connection therewith, and indemnification under these Bylaws shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. In no case, however, shall the Corporation indemnify any person, or the legal representatives of any such person, with respect to any matters as to which such person shall be finally adjudged in any Proceeding to be liable on the basis that personal benefit resulted from an action taken in such persons official capacity, or in which such person is found liable to the Corporation. Any person entitled to indemnification pursuant to this Article XV is sometimes referred to as an Indemnified Person.Section 2. ADVANCE PAYMENT - An Indemnified Persons right to indemnification conferred in this Article XV shall include the right to be paid or reimbursed by the Corporation the reasonable expenses incurred by an Indemnified Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding; provided, however, that the payment of such expenses incurred by an Indemnified Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of a written affirmation by such Indemnified Person of such persons good faith belief that such person has met the standard of conduct necessary for indemnification u”