HomeMy WebLinkAbout0183 President of the Association for the alteration, amendment, or
rescission of these Articles. Such waiver may occur before, at or
after a membership meeting at which a vote is taken to amend,
alter or rescind these Articles in whole or in part.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Every Director and every Officer of the Corporation shall be
indemnified by the Corporation against-all expenses and liability,
including counsel fees, reasonably incurred by or imposed upon him
in connection with any proceeding to which he may be a party, or
in which he may become involved, by reason of his being or having
been a Director or Officer at the time such expenses are incurred,
except in such cases wherein the Director or Officer is adjudged
guilty of willful misfeasance in the performance of his duties;
provided that in the event of any claim for reimbursement or
indemnification hereunder based upon a settlement by the Director
or Officer seeking such reimbursement or indemnification, the
indemnification herein shall apply only if t}~e Board of Directors
approves such settlement and reimbursement as being in the
interests of the Corporation. Such approval shall be made by a
majority vote of a quorum consisting of directors who were not
parties to such proceedings. The foregoing right of
indemnification shall be in addition to and not exclusive of all
other rights to which such Director or Officer may be entitled.
ARTICLE XII
TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED
Section 1. No contract or transaction between the Associa-
tion and one or more of its Directors or Officers, or between the
Association and any other corporation, partnership, association,
trust or other organization in which one or more of its Directors
or Officers are Directors or Officers, or have a financial
interest, shall be invalid, void or voidable solely for this
reason, or solely because the director or officer is present at or
participates in the meeting of the Board or Committee thereof
which authorized the contract or transaction, or solely because
s said officer's or directo is votes are counte~3 for such purpose.
No directors or officer of the Association shall incur liability
by reason of the fact t}~at said director or officer may be
interested in any such contract or transaction.
Section 2. Interested officers and directors nay be counted
in determining the presence of a quorum at a meeting of the Board
of Directors or of a committee which authorized the contract or
transaction.
ARTICLE XIII
ADDRESS OF REGISTERED OFFICE
The street address of the registered office of this
Corporation in the State of Florida shall be 300 Prosperity Farms
Road, North Palm Beach, Florida 33408. The name of the initial
registered agent at this address shall be Lloyd i}asner. The Board
of Directors may from tine to time Inoue the registered office to
r any other address in Florida.
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e~}~K 332 P~cE 183
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