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Bylaws of Warren Avenue Four Owners' Association <br />Page 10 <br />upon any Agent. No Agent shall be liable to any party (other than the Association or a party <br />claiming in the name of the Association) for injuries or damage resulting from the Agent's acts <br />or omissions within what the Agent reasonably believed to be the scope of his or her Association <br />duties ("Official Acts"), except to the extent that the injuries or damage result form the Agent's <br />willful or malicious misconduct. No agent shall be liable to the Association (or to any party <br />claiming in the name of the Association) for injures or damage resulting from the Agent's <br />Official Acts, except to the extent that the injuries or damage result from the Agent's negligence <br />or willful or malicious misconduct. <br />Indemnification <br />Section 7.03. The Association shall pay all expenses actually and reasonably incurred <br />by, and satisfy any judgment or fine levied against, any Agent as a result of any action or <br />threatened action against the Agent to impose liability on the Agent for his or her Official Acts, <br />provided that: <br />(a) The Board determines that the Agent acted in good faith and in a manner the Agent <br />reasonably believed to be in the best interests of the Association: <br />(b) In the case of a criminal proceeding, the Board determines that the Agent had no <br />reasonable cause to believe his or her conduct was unlawful; and <br />(c) In the case of an action or threatened action by or in the right of the Association, the <br />Board determines that the Agent acted with the care (including reasonable inquiry) that an <br />ordinarily prudent person in a like position would use under similar circumstances. <br />Approval by Board <br />Section 7.04. Any determination of the Board required under this Article must be <br />approved by a majority vote of the quorum consisting of Directors who are not parties to the <br />action or threatened action giving rise to the indemnification. <br />Payments <br />Section 7.05. Payments made pursuant to this Article shall include amounts paid and <br />expenses incurred in settling the action or threatened action. This Article shall be construed to <br />authorize payments and indemnification to the fullest extent now or hereafter permitted by <br />applicable law. <br />Insurance <br />Section 7.06. The Association may purchase and maintain insurance on behalf of its <br />Agents to the extent and under the circumstances provided in the Declaration. <br />