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-2- <br />B. Vacancies during the term shall be filled by appointment by the <br />Chairperson with the approval of the majority of the Board for the <br />unexpired portion of the term. <br />ARTICLE V - COMPENSATION <br />Members of the Board of Directors shall serve without compensation. <br />ARTICLE VI - BOARD OF DIRECTOR POLICIES <br />A. Neither the Board of Directors nor members of the Groveland Park <br />Foundation shall be liable to the corporation for any contribution, <br />dues, subscriptions or assessments of any kind except such as he <br />or she may specifically agree to in writing. <br />B. Resignation or removal - Any member of the Board of Directors may at <br />any time resign as such, effective either immediately, or at a <br />specified later date by written resignation and delivered to the <br />Secretary of the Board. Any director may be removed as a director, <br />with or without cause, by the unanimous affirmative vote by the other <br />directors of the Board or by the affirmative vote by a majority of <br />the foundation members present. <br />ARTICLE VI - INDEMNIFICATION _ <br />Each director and officer, whether or not then in office, shall be <br />indemnified by the foundation against all costs and expenses reasonably <br />incurred by or imposed upon him in connection with or arising out of any <br />action, suit, or proceeding which he may be involved by reason of his <br />being or having been a director or officer of the foundation. Such <br />expenses shall include the cost of reasonable settlement (other than amounts <br />paid to the corporation itself) made with a view to curtailment of the cost <br />of litigation. The foundation shall not, however, indemnify any director <br />or officer in respect of any matter as to which he shall be or shall have <br />been finally, adjudged in any such action, suit, or proceeding to be or to <br />have been derelict in the performance of his duty as such director or <br />officer, or in respect of any matter on which any settlement or compromise <br />is or has been effected, if the total expense, including the cost of <br />settlement, shall substantially exceed the expense which might reasonably <br />have been incurred by that director or officer in conducting that litigation <br />to a final conclusion. The foregoing right of indemnification shall not <br />be. exclusive of other, rights to which any director or officer may be <br />entitled as a matter of law. <br />ARTICLE VII - DUTIES OF FOUNDATION CHAIRPERSON <br />A. The Foundation chairperson shall coordinate and oversee all sub- <br />committee chairpersons and make sure that all duties are performed <br />in a timely and efficient manner. <br />B. The chairperson or designee shall represent the foundation at <br />appropriate functions. <br />