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. AItTICI.I: V II ~
" Ii1llF.\iI\IFICATION
Every director and every officez• of the Association shall be indemnificd b}~ the Association
a~ainst all expenses and liabilities, including counsel fees~ reasonably incurred by or imposed
upon him in connection with any proceeding or any settlement of any proceedin~ to ~vhich he
r.7ay be a party or in ~vhich he may become involved by i-eason of his being or having been a
~ ciirector or officer of the Association, ~hether or not he.is a directoi• or officer at the time
such eapenses are incurred. except when the director or officer is adjudged guilty of willful
:nisfeasance or malfeasance in the performance of his duties; provided that in the event of a
settlemerit the indemnification shall apply only ~vhen the f3oard of Directors appi-oves such
i scttlement and reimbursement as being for the best interest of the Association . The fore~oing
` right of indemnification shall be in addition to and not exclusive of all other rights to which
~ ~uch director or officer may be entitled.
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~ ARTICLL VIII
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~ f3Y-LA`~'S
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~ 'I'he first By-Laws of the Association ~hall be adopted by the Poard o1 Directors and may
; ~~e alterec~, amended or rescinded by the Directors or Lhe members of the Association in the
r manner provided by the By-Laws .
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~ ~ /1RTICi.L I1;
:t A!11F.\D~iL•'\TS
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~ Amendments to the Articles a: Incorporation shall be proposed aiid adopted in the fol-
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~ :o~c-ing manner: _
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~ A, iVoticc of the subject matter of a proposed amendment shall be i~icluded in the notice
- of any meeting at which a proposed amendment :s considered.
B. A resolution for the adoption of a proposed amendment may be proposed eithez- hy the
~ Board of Directors or by the members of the Association . Dii-ectors and n.en:bers not present
in persc,n or t~y proxj• at the meeting consicierin~; the ~mendrr~en: ~na}' e~~~ress tlieir approval
~ in wi-iting. providing such approval is delivered to the secretar}~ at or prior to the meeting.
i:xcept as elsewhere provided,
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1. such approvals must be by not less than 75° of the entire mcr,~bership of the Roard
'S of Directors and by not less than 75 0 of the votes of the entire membership of the Association;
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- 2. by not less than 80 ~ of tt~e votes of ti:e entire membei-ship of the Association .
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