from 10-Q
1 page
Amendment No. 1 to the By-Laws of Regency Affiliates, Inc. Whereas: In Accordance With Section 5 of the Amended and Restated Certificate of Incorporation of Regency Affiliates, Inc. (The "Corporation") and Section 20(c) of the By-Laws of the Corporation Does, the Board of Directors Have by Unanimous Written Consent, Dated as of November 14, 2002, Authorized and the Adopted Amendment to the By-Laws Set Forth Herein: Now, Therefore, the By-Laws of the Corporation Are Hereby Amended to Add the Following New By-Law Thereto: "51. No Person Who Is or Was a Director of the Corporation Shall Be Personally Liable to the Corporation or Its Shareholders for Monetary Damages for Breach of Fiduciary Duty as a Director. This Provision Shall Not Eliminate or Limit the Liability of a Director: (I) for Any Breach of a Director's Duty of Loyalty to the Corporation or Its Stockholders; (II) for Acts or Omissions Not in Good Faith or Which Involve Intentional Misconduct or a Knowing Violation of the Law; (III) Under Section 174 of the Gcl; Or, (IV) for Any Improper Transaction From Which the Director Derived a Personal Benefit." This Amendment No. 1 Shall Be Effective as of This 14th Day of November 2002. 1 <page>
