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MASC By-laws


The Association shall, to the extent legally permissible, indemnify each of its directors and officers and persons who serve at its request as directors or officers of another Association in which it has an interest, against all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit, or other proceeding in which he may be thereafter, by reason of his acts or omissions as such director or officer, unless in any proceeding he shall be finally adjudged not to have acted in good faith in the reasonable belief that his action was in the best interests of the Association; provided, however, that such indemnification shall not cover liabilities in compromise payment by such director or officer pursuant to a consent decree or otherwise, unless such compromise shall be approved as in the best interests of the Association, after notice that it involves such indemnification, (a) by a vote of the directors in which no interested director participates, or (b) by a vote or the written approval of a majority of the members, not counting any member who is an interested director or officer. Such indemnification may include payment by the Association of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under these provisions. The rights of indemnification hereby provided shall not be exclusive of or affect other rights to which any director or officer may be entitled. As used in this paragraph, the terms “director” and “officer” include their respective heirs, executors, and administrators, and an “interested” director or officer is one against whom as such the proceeding in question or another proceeding on the same or similar grounds is then pending. Like indemnification of employees and other agents of the Association (including persons who serve at its request as employees or other agents of another organization in which it has an interest) may be provided by the Association to whatever extent shall be authorized by the directors before or after the occurrence of any event as to or in consequence of which indemnification may be sought. Any indemnification to which a person is entitled under these provisions may be provided although the person to be indemnified is no longer a director, officer, employee, or agent of the Association or of such other organizations.