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• ARTICLE VII
INDEMNIFICATION
A. Every Director and every officer, his heirs, personal repre- i
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- sentatives, executors, and administrators shall have the right of _ ~
indemnification by the Association against all loss, cost and expenses ~ ~
-reasonably incurred by hi~n including but not limited to any legal or
equitab_ie action, suit or~ administrative proceeding to which !:e~may
be made a part b reason of~nis.bein or Navin been a Director or
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officer of the Association, including reasonable attorney's fees,
except•as to matters wherein he shall be finally adjudged in~such
action, suit or proceeding to be liable for or guilty of_`gr-oss n~gli-
_
gence or willful misconduct. The foregoing rights shall be in adds-
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ti on to anal nd~t excl usi ve~ of al 1 -other rights to which such Oi rector- -
or officer may be entitled. ~
B.~ The Board of Directors-shall determine whether amounts for
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which a Director or officer seeks indemnification were reasonable
and properly incurred and whether such Director or . offs cer acted in-
good faith and in a manner he reasonable believed to be in-the best
interests of the Associat-ion-, and whether, with respect to any
-criminal action or proceeding, he had no reasonable ground for
belief that such action was unlawful. Such determination shall be
made by the- Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties~to such action, suit
Or proceeding. - -
C. The foregoing rights of indemnification-are not intended to
limit and shall not be deemed-to limit in any way the powers of the
Association to indemnify under applica~•ie law. -
ARTICLE VIII -
CORPORATE EXISTENCE
'.The Association shall have perpetual existence..
ARTICLE IX
- BY-CARS -
The Board of Directors shalt adopt By-Laws consistent with these
Articles and the By-Laws may-be altered, amended or rescinded in the
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