Article XIV - Contracts,
Indemnification, Insurance
- No Personal Liability. No contract entered into by, or on behalf of the
Association shall personally obligate any member of the Association, the Officers,
Executive Director or directors authorizing such contracts or executing the same.
- Indemnification. The Association shall indemnify, and hold harmless, each person
who is now, or shall hereafter by, a Director, Officer, or employee of the Association
from, and against any and all claims and liability, whether the same are settled or
proceed to judgment, to which such person shall have become subject by reason of his or
her having heretofore, or hereafter, been a Director, Officer, or employee of the
Association, or by reason of any action alleged to have been heretofore, or hereafter
taken or omitted by him as such Director, Officer, or employee, and shall reimburse each
such person for all legal and other expenses (including the cost of settlement) reasonably
incurred by him or her in connection with any such claim, liability, suit, action or
proceeding; provided, however that no such person shall be indemnified against, or be
reimbursed for, any claims, liabilities, costs or expenses incurred in connection with any
claim or liability, or threat or prospect thereof, based upon or arising out of his or her
own willful misconduct or gross negligence in the performance of his or her duties as such
Director, Officer, or employee. The determination of all questions as to the
existence of willful misconduct or gross negligence, as to the right to indemnify and
reimbursement hereunder and the reasonableness of such costs and expenses may be made, and
shall be final and conclusive if made, by the Board of Directors of the Association acting
at a meeting at which a quorum is unaffected by self-interest (notwithstanding that other
members of the quorum present but not voting may be so affected). The rights
accruing to any person under the provisions of this Article 14, Section B shall not
exclude any other right to which he or she may be lawfully entitled, nor shall anything
herein contained restrict the right of the Association to indemnify or reimburse such
person in any case, even though not specifically provided for herein.
- Insurance. The Association may, at the discretion of the Board of Directors,
obtain insurance for the Association, Executive Director, Directors, Officers, and
employees in such forms and in such amounts as the Board of Directors deems necessary.
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