Every Director and every Officer of the Sub-Association shall be indemnified by the Sub-Association against all expenses and liabilities, including attorneys' fees reasonably incurred or imposed in connection with any proceeding to which such Director or Officer may be a party, or in which such person may become involved, by reason of being or having been a Director or Officer of the Sub- Association, or any settlement thereof, whether or not such person is a Director or officer at the time such expenses are incurred, except in such cases wherein the Director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of the Sub-Association. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which such Directors or Officers may be entitled.
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