Page 10 - Kings Point Property Owners Association - 2015 By-Laws

ARTICLE XIV

INDEMNIF ICATION

Section l. 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 olficer or direc,tor did not act (1) in good faith, (2) with
ordinary care, and (3) in a rlanner the ofhcer or director reasonably believed to be in the best
interests of the Association.

Section 2. The Association sliall irrdemr"rify all officers, directors, and committee

members of the Association to the full extent permitted by law and shall be entitled to purchase
insurance for such indemnification of officers, directors, and committee members to the full
extent as determined from time to time by tl-re Board o1 Directors ol'the Association.

ARTICLE XV
AMENDMEN'TS

Section 1. Although the general authority fbr amending the By-laws resides with the

members of the Association, cerlain amendments may be made by the Board o1' Directors

without a vote of the members. For the fbllowing limited purposes. the Board of Directors may

amend these By-laws with or without approval by the mentbers, 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 men-rbers should the By-laws
be amended without prior approval of the members

In all other instances, these By-law-s ma,v be amended. at a regular or special meeting of

the members, by a vote of a majority o1-a quorum of members 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. ln the case of any conflict between the Declaration and these
By-laws, the Declaration shall control.

ARTICLE XVI
MISCEt,LANEOUS

The fiscal year of the Association shall begin on the first day of .lanuary and end on the
3lst day of December of every year, except that the flrst fiscal year shall begin on the date of
incorporation.

IN WITNESS WFIEREOF" I have subscribed my name in my official capacity as

President of tl-re Kings Point Property Ow'ners Association. Inc.

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