The Association shall indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative by reason of the fact that he is or
was an Officer, Chairperson, or Member of the Association, acting on behalf of the
Association, against expenses (including attorney's fees, judgments, fines and amounts
paid in settlement) actually and reasonably incurred by him/her in connection with such
action, suit or proceeding if it is found and determined by the Board or a Court that
he/she (1) acted in good faith and in a manner he/she reasonably believed to be in, or
not opposed to, the best interests of the Association, or (2) with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by settlement, or upon a plea of Nolo
Contendere or its equivalent, shall not of itself create a presumption that the person did
not act in good faith or in a manner which he reasonably believed to be in, or not
opposed to, the best interests of the Association, or, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

All liability, loss, damage costs and expense incurred or suffered by the Association by
reason or arising out of or in connection with the foregoing indemnification provisions
shall be treated and handled by the Association as common expenses.

The rights of indemnification herein provided may be insured against by policies
maintained by the Association; shall be severable; shall not affect any other rights to
which any Officer, Chairperson or Committee Member, or agent may now or hereafter be
entitled; shall continue as to a person who has ceased to be such Officer, Committee
Chairperson, committee member or agent; and shall inure to the benefit of the heirs,
executors and administrators of such a person. Nothing contained herein shall affect any
rights to indemnification to which Association personnel other than members of the
Executive Board, Officers, Committee Members or agent may be entitled by contract or
otherwise under law.

Expenses in connection with the preparation and presentation of a defense to any claim
action, suit or proceeding of the character described in this Article VIII may be advanced
by the Association prior to final disposition thereof upon receipt of an undertaking by or
on behalf of the person who may be entitled to indemnification, secured by a surety bond
or other suitable insurance issued by a company authorized to conduct such business in
the State of Texas, to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Article.