Page 10 - Kings Point Property Owners Association - 2012 By-Laws

ARTICLE XIV

INDEMNIFICAnON

Section 1. An officer or director is not liable to the Association, its members, or another
person for an action taken or not taken as an officer or director if he or she discharged their
duties in good faith, with ordinary care, and in a manner the officer or director reasonably
believes to be in the best interest of the Association. A person seeking to establish liability of an
officer or director must prove that the officer or director did not act (1) in good faith, (2) with
ordinary care, and (3) in a manner the officer or director reasonably believed to be in the best
interests ofthe Association.

Section 2. The Association shall indemnifY all officers, directors, and committee
members of the Association to the full extent pennitted by law and shall be entitled to purchase
insurance for such indemnification of officers, directors, and committee members to the full
extent as detennined from time to time by the Board of Directors ofthe Association.

ARTICLE XV

AMENDMENTS

Section 1. Although the general authority for amending the By-laws resides with the
members of the Association, certain amendments may be made by the Board of Directors
without a vote of the members. For the following limited purposes, the Board of Directors may
amend these By-laws with or without approval by the members, provided the proposed
amendment has the prior unanimous approval of the directors: (1) to correct mistakes in the By­
laws and (2) to conform the By-laws to changes in controlling law applicable to any topic
addressed in these By-laws. The Board of Director shall notify the members should the By-laws
be amended without prior approval ofthe members

In all other instances, these By-laws may be amended, at a regular or special meeting of
the members, by a vote of a majority of a quorum ofmembers present in person or by proxy.

Section 2. In the case of any conflict between the Articles of Incorporation and these By­
laws, the Articles shall control. In the case of any conflict between the Declaration and these
By-laws, the Declaration shall control.

ARTICLE XVI

MISCELLANEOUS

The fiscal year of the Association shall begin on the first day of January and end on the
31st day of December of every year, except that the fIrSt fiscal year shall begin on the date of
incorporation.

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