BYLAWS Meetings may be called by the President at any time; however, the President must call a Special Board Meeting upon the written request of three members of the Board, and notice thereof and the business to be presented shall be given to each Board member before the time appointed for such meeting. A majority of the Board shall constitute a quorum. Except as otherwise provided herein, all matters shall be determined by a majority vote of those Directors in attendance at a Board meeting. Section 5. Annual Report. The Board of Directors, under the direction of the President and with the assistance of the Chief Operating Officer and his staff, shall prepare an Annual Report to the Members, which report shall be sent to each Member of the Club prior to the Annual Meeting in accordance with Article VIII of these Bylaws. A separate Financial Report, including the audited financial statement for the past year ended on December 31, shall be prepared and sent to each Member of the Club as soon as practicable upon the conclusion of the annual audit. Section 6. Indemnification of Officers and Directors. The Board of Directors of the Club shall have the power to: (a) Indemnify any person who was or is a party or is threatening to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Club), by reason of the fact that he or she is or was a Director, Officer, Legal Counsel, or employee of the Club, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Club and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction 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 and in a manner that he or she reasonably believed to be in the best interests of the Club and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was not unlawful. (b) Indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Club to procure a judgment in its favor by reason of that fact that he or she is or was a Director, Officer, Legal Counsel, or employee of the Club, against
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ARTICLE III
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