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Each director and officer of the Association and each former director and former officer of the Association shall be held harmless and indemnified by the Association against all cost and expense including legal fees actually and necessarily incurred by the director of officer of imposed in connection with the defense of, and against all liabilities arising out of, any action, suit, or proceeding in which he or she is made a party by reason of being or having been a director or officer of the Association, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding, without such judgment being reversed, to have been, liable for misconduct in performance of…
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