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T- <br /> -2- <br /> B. <br /> -2- <br /> B. Vacancies during the term shall be appointed by the <br /> Chairperson with the approval of the majority of the <br /> Board for the unexpired portion of the term. <br /> ARTICLE 5 - COMPENSATION <br /> A. Members of the Board of Directors shall serve without <br /> compensation . <br /> ARTICLE 6 - BOARD OF DIRECTOR POLICIES <br /> A. The Board of Directors or no member of the Groveland <br /> Park Foundation shall be liable to the corporation for <br /> any contribution , dues, subscriptions or assessments <br /> of any kind except such as he or she may specifically <br /> agree to in writing . <br /> B. Resignation or removal - Any member of the Board of <br /> Directors may at any time resign as such , effective <br /> either immediately, or at a specified later date by <br /> written resignation and delivered to the Secretary <br /> of the Board . Any director may be removed as a <br /> director, with or without cause , by the unanimous <br /> affirmative vote by the other directors of the Board <br /> or by the affirmative vote by the majority of all • <br /> the members of the foundation . <br /> ARTICLE 6 - INDEMNIFICATION <br /> A. Each director and officer , whether or not then in <br /> office , shall be indemnified by the foundation <br /> against all costs and expenses reasonably incurred <br /> by or imposed upon him in connection with or arising <br /> out of any action , suit, or proceeding which he may be <br /> involved by reason of his being or having been a <br /> director or officer of the foundation . Such expenses <br /> shall include the cost of reasonable settlement ( other <br /> than amounts paid to the corporation itself) made with a <br /> view to curtailment of the cost of litigation . The <br /> foundation shall not, however , indemnify any director or <br /> officer in respect of any matter as to which he shall be <br /> or shall have been finally adjudged in any such action , <br /> suit, or proceeding to be or to have been derelict in <br /> the performance of his duty as such director or officer, <br /> or in respect of any matter on which any settlement or <br /> compromise is or has been effected , if the total <br /> expense , including the cost of settlement, shall <br /> substantially exceed the expense which might reasonably <br /> have been incurred by that director or officer in • <br /> conducting that litigation to a final conlusion . The <br /> foregoing right of indemnification shall not be <br /> exclusive of other rights to which any director or <br /> officer may be entitled as a matter of law. <br />