ARTICLE VII

ARTICLE VII

SECTION 1.  COMPENSATION

No salary shall ever be paid to any person by virtue of his/her status as a Director of the Association.  Notwithstanding the foregoing, officers and employees of the Association who may also serve on the Board of Directors, shall not be prohibited from receiving reasonable compensation, salary or reimbursement for travel and other direct and reasonable expenses for their actual services to the Association, as the Board from time to time may determine.

 

SECTION 2.  INTEREST OF DIRECTORS

Any contract or other transaction between the Association and one or more of its Directors, or between the Association and any firm of which one or more of its Directors is an officer, Director or employee, or in which he is interested, or between the Association and any corporation or association of which one or more of its Directors is a shareholder, member, Director, officer, or employee, or in which he is interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors, Executive Committee or other committee of the Association, which acts upon, or in reference to, such contract or transaction, and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors, Executive Committee or other committee, as the case may be, and such body may nevertheless, authorize, approve and ratify such contract or transaction by a vote of a majority of the Directors present at the meeting of the Board of Directors or a majority of the members of the Executive Committee, or other committee, as the case may be.  Such interested Director or Directors shall be counted in determining whether any necessary quorum is present, but shall not be counted in calculating the majority necessary to carry such vote and may not vote.  This section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.  No part of the net earnings of the Association shall inure to the benefit of any Director or officer of the Association, or any private individual, and no such person shall be entitled to the distribution of any corporate assets on dissolution of the Association.

 

SECTION 3.  INDEMNIFICATION

To the extent permitted by the Texas Nonprofit Corporation Act and other law, the Association may indemnify a Director, employee or officer who has been or is made a party to a legal proceeding because such person is or was a Director or officer, if it is determined by the Board of Directors that the person conducted himself/herself in good faith, reasonably believed his/her conduct was in the Association's best interest or was not opposed to the Association's best interest, and in the case of criminal proceeding had no reasonable cause to believe his/her conduct was unlawful.