ARTICLE V
DUES
The annual membership dues of members shall be determined by the Board.
ARTICLE VI
INDEMNIFICATION
Section 1. – Indemnification
The Association shall indemnify each present and former Board member, officer, agent and employee of the Association against all expenses, including reasonable attorney fees, actually and necessarily incurred or paid by the Board member(s) in question in connection with the defense of any pending or threatened action, suit or proceeding, criminal or civil, to which they are or may be a party by reason of being or having been a Board member, officer, agent or employee. No such indemnification may be made unless it is determined that the person to be indemnified:
(a) Was not and has not been adjudicated to have been grossly negligent or guilty of willful or wanton misconduct in the performance of their duty to the Association;
(b) Acted in good faith in what he reasonably believed to be the best interest of the Association; and
(c) In any criminal action, suit or proceeding, had no reasonable cause to believe that their conduct was unlawful.
Such determination, if made, shall be made by the Board at a meeting at which a quorum consisting of all members qualified to vote on the determination is present. Any Board member who is not a party to or threatened with any such action, suit or proceeding shall be qualified to vote on the determination cannot be obtained, the determination, if made, shall be made by a majority of three (3) attorneys at law who have not previously represented the Association in any manner and who shall be selected by a majority of the officers and Board members who are not parties to or threatened with any such action, suit or proceeding. This indemnification shall not be deemed exclusive of any other right to which any person otherwise may be entitled. Section 2. – Insurance The Board may obtain any policies of insurance that it may consider appropriate to insure any person who is serving or has served as a Board member, officer, agent or employee of the Association against liability and expense arising out of any claim of breach of duty, error, misstatement, misleading statement, omission or other act done, made or attempted by the Board member(s) by reason of their being such a member, officer, agent or employee. The cost of such insurance shall be a common expense.
ARTICLE VII
AMENDMENTS
This Code may be amended at any annual meeting of the membership or at any special meeting thereof called for such purpose. Passage of any amendment shall require the vote of a majority of those present.
Articles: I-II | III | IV | V - VII
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