Section 1- Power to Indemnify

The BVA, Chairman of the Board, and /or Board of Directors shall have the power to indemnify any person who was or is a director or officer of the BVA and who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director or officer of the BVA or is or was serving at the request of the BVA as a director, officer, employee or agent of another association or enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of which any such person shall be adjudged in such action, suit or proceeding to be liable or negligence or misconduct in the performance of duty.

Section 2 - Mandatory Indemnification

To the extent that any person specified in Section I of this Article has been successful on the merits or otherwise in the defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection therewith.

Section 3 - Determination of Indemnification

Any indemnification under Section I of this Article (and, as to which, Section 2 of the article is not applicable) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the appropriate person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section I of this Article. Such determination shall be made (1) by the Board of Directors by a simple majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors, or by independent legal counsel in a written opinion.

All appropriate actions taken by any Board Member, Director, Officer, or Committee person or the Incorporator is hereby indemnified.

Section 4 - Resignation

A resignation from membership in the Association shall be submitted to the Board of Directors.

Section 5 - Annual Meeting

Annual membership meetings shall be held at such time and place as determined by the Board of Directors.  But see Article V, Section 7.

Section 6 - Special Meetings

Special membership meetings may be called at any time and for any purpose, by ten percent or more of the membership of the Association on at least a two day notice to each member, if such notice is delivered personally or sent by any electronic means, or at least a three day notice if sent by mail.

Section 7 - Termination of Members

Membership will be automatically suspended upon the failure to pay annual dues after sixty (60) days (all as set by the Board of Directors) and is subject to termination by action of the Board of Directors.

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