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4.15.5 PROCEDURE FOR OBTAINING INDEMNIFICATION Any indemnification under Clause 4.15 or its sub-clauses shall be made at the discretion of the Organization, but only if (1) the Board, acting by a majority vote of a quorum consisting of Directors who are not parties to (or have been wholly successful with respect to) such claim, action, suit or proceeding, shall find that the Director, officer or employee has met the standards of conduct set forth in Clause 4.15 or (2) independent legal counsel (who may be the regular counsel of the Organization), shall deliver to it their written advice that, in their opinion, such Director, officer or employee has met such standards. 4.15.6 PAYMENT OF EXPENSES BEFORE FINAL DISPOSITION Expenses incurred with respect to any claim, action, suit or proceeding described in Clause 4.15 or its sub-clauses may be advanced by the Organization prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he/she is entitled to indemnification under this Clause 4.15 or its sub-clauses. 4.15.7 RIGHT OF INDEMNIFICATION NOT EXCLUSIVE The rights of indemnification provided in Clause 4.15 or its sub-clauses shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, by vote of Directors or members or otherwise both as to actions of officers, Directors or employees in their official capacity or in another capacity while in office and whether or not the indemnified liability arises or arose from any threatened, pending or completed activity by or in the right of the Organization. 4.16 INSURANCE The indemnity for the Directors, officers and employees of the Organization under Clause 4.15 shall be provided out of the funds of the Organization except to the extent that such indemnity shall be in whole or in part by or under any insurance maintained by the Organization. The Directors may from time to time arrange for the issue, at the expense of the Organization, of one or more policies of insurance indemnifying the Organization or the Directors, officers and employees or any class of them, against liability, costs, charges or expenses sustained or incurred by them or by the Organization and referred to in Clauses (a) and (b) of 4.15 4.17 OFFICERS OF THE ORGANIZATION The officers of the Organization shall be the elected Directors of the Organization and shall be the President, the Vice - President and the nine (9) Lot managers, along with the Immediate Past President, and the Preceding Past President. The appointed Secretary and Treasurer shall be non-voting officers. 4.17.1 With the exception of the Secretary and Treasurer, no member shall hold the same directorship or executive office for more than one (1) consecutive terms of office. ( Officers serving their first two year term at the time of the approval of this section are exempt.) |