Agenda - 04-20-2018 6-a - Major Subdivision Preliminary Plat Application

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Page 42 of 51 employee of such corporation, partner of such partnership, member or manager of such limited liability company, beneficiary or trustee of such trust, or manager of such other legal entity, will be eligible to serve as a member of the Board. Members of the initial Board or their successors who are appointed by the Declarant may, but are not required to be, Lot Owners. Section 5.10.Liability of the Board. The members of the Board of Directors will not be liable to the Lot Owners for any mistake of judgment, negligence or otherwise except for their own individual willful misconduct or bad faith. The Association will indemnify and hold harmless each of the members of the Board against all contractual liability to others arising out of contracts made by the Board on behalf of the Association unless any such contracts will have been made in bad faith or contrary to the provisions of the Declaration or these Bylaws. It is intended that the members of the Board of Directors will have no personal liability with respect to any contract made by them on behalf of the Association, except to the extent of their liability as Lot Owners. It is also intended that the liability of any Lot Owner arising out of any contracts made by the Board of Directors or out of the aforesaid indemnity in favor of the members of the Board will be limited to such proportions of the total liability thereunder as his voting interest in the Common Area bears to the interest of all the Lot Owners. Every agreement made by the Board will provide that the members of the Board of Directors are acting only as agents for the Association, and will have no personal liability thereunder (except as Lot Owners), and that each Lot Owner's liability thereunder will be limited to such proportion to the total liability thereunder as its voting interest in the Association bears to the voting interest of all Lot Owners. ARTICLE VI MEETING OF DIRECTORS 91