B. Duties.

The committee (a) shall publicize the method of nominating by petition, (b) shall designate the location and the final date for the filing of such petitions, (c) shall nominate persons for election to district director and officer positions where nominating petitions therefore have not been filed, (d) may nominate persons for such positions where petitions have been filed, (e) shall give notice to the membership of the annual election meeting including a list of all candidates running for office but with no designation as to whether they were nominated by petition or by the committee, (f) shall establish procedures for the annual election and give notice thereof to candidates and to the Board, and (g) shall conduct such election. The committee shall also make timely recommendations to the Board for the filling of vacancies on the Board.

Article IX: Standard of Care; Indemnification

A. Limitation on Liability.

A director shall not be personally liable, as such, for monetary damages for any action taken unless (i) the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 57 of the Nonprofit Corporation Law of 1988 or (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Notwithstanding the foregoing, the provisions of this Section 1 of Article IX shall not apply to the responsibility or liability of a director pursuant to any criminal statute, or the liability of a director for payment of taxes pursuant to federal, state or local law. It is the intention of this Section 1 of Article IX that the limitation on liability be the broadest permissible under applicable law, and any applicable law that provides for broader indemnity than is expressly stated herein is hereby incorporated by reference.

B. Indemnification.

The Association shall indemnify, defend, and hold harmless each of its directors, officers, employees (whether or not then in service as such), and members and his or her estate, executor, administrator or heirs, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a director, officer or employee of the Association or otherwise taking actions on behalf of the Association. The individual shall have no right to indemnification, however, in relation to matters as to which he or she has een adjudged liable to the Association for gross negligence or willful misconduct in the performance of his or her duties. The right to indemnification shall also apply to the expenses of suits or other claims which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement or if the Board shall approve such settlement.