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ARTICLE IX OFFICER INDEMNIFICATION
SECTION 1. WHO MAY BE INDEMNIFIED.
Each person who acts as a Director or Officer of the Club shall be indemnified by the Club against actual and necessary expenses incurred by him/her in connection with the defense of any action, suit, or proceedings in which he/she is made a party by reason of his being or having been a Director or Officer of the Club, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his duties as such Director or Officer, and except to any sum paid to the Club in settlement of an action, suit, or proceeding based on negligence or misconduct in the performance of his duties.
SECTION 2. PERIOD OF INDEMNIFICATION.
The right of indemnification provided in this Article shall inure to each Director or Officer referred to in Section 1 hereof, whether or not he/she is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his death shall extend to his legal representative.
ARTICLE X AMENDMENT OF BY-LAWS
SECTION 1. NOTICE OF CHANGES AND VOTE.
These By-Laws may be repealed, altered, or amended in any respect by the affirmative vote of a majority of the entire voting membership as provided in Section VIII.
SECTION 2. WHO MAY PROPOSE AMENDMENTS.
Amendments or changes of these By-Laws may be proposed by resolution of the Board, or by not less than fifty (50) voting members who file with the Secretary at least forty-five (45) days before an annual or special membership meeting, a written statement of the proposed amendments or changes, signed by each of them.
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