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54 <br /> ARTICLE X <br /> PROHIBITED ACTIVITIES <br /> Section 10.01 Prohibition. Notwithstanding any other provision of these Bylaws to the <br /> contrary, no Director, Officer, Member, employee, agent, committee member or other <br /> representative of the Corporation shall take any action or carry on any activity by or on behalf of the <br /> Corporation not permitted to be taken or carried on by the Corporation pursuant to the North <br /> Carolina Planned Community Act and/or the North Carolina Nonprofit Corporation Act, as <br /> applicable. <br /> ARTICLE XI <br /> MISCELLANEOUS <br /> Section 11.01 Fiscal Year. The fiscal year of the Corporation shall begin on or the first <br /> (1 st)day of January and end on the thirty-first(31 st)day of December of each calendar year. <br /> Section 11.02 Seal. The corporate seal of the Corporation shall be in circular form <br /> having within its circumstance the words: � Homeowners Association, Inc. Corporate <br /> Seal. <br /> Section 11.03 Inspection of Books and Records. All accounts, books and records of the <br /> Corporation shall be open to inspection by the Members during normal business hours subject to <br /> such reasonable rules as the Board of Directors may establish. <br /> Section 11.04 Indemnification. Each Director and Officer shall be indemnified by the <br /> Corporation against those expenses which are allowed by the laws of North Carolina and which are <br /> reasonably incurred in connection with any action, suit or proceeding, whether completed, pending <br /> or threatened, in which such Person may be involved by reason of his or he being or having been a <br /> Director and/or an Officer. Indemnification shall be made only in accordance with the laws of the <br /> State of North Carolina. The Corporation may purchase and maintain insurance on behalf of any <br /> such Directors and/or Officers against any liabilities asserted against them whether or not the <br /> Corporation would have the power to indemnify the Directors and/or Officers against the liability <br /> under the laws of the State of North Carolina. If any expense or other amounts are paid by way of <br /> indemnification, other than by court order,by action of the Members or by an insurance carrier,the <br /> Corporation shall provide notice of such payment to the Members in accordance with the laws of <br /> the State of North Carolina. <br /> Section 11.05 Waiver of Notice. Whenever any notice is required to be given to any <br /> Member or Director, a waiver signed by the Member or Director entitled to such notice, whether <br /> before or after the meeting to which the waiver pertains, shall be deemed equivalent to proper <br /> notice. Attendance at a meeting, whether in person or by proxy, shall be a waiver of notice of the <br /> time and place unless specific objection to improper notice is made when the meeting is called to <br /> order. Attendance shall also be a waiver as to all business transacted unless specific objection is <br /> made before the objectionable business is put to vote. <br /> Section 11.06 Amendment. These Bylaws may be amended(a) at any annual or special <br /> meeting of the Members duly held in accordance with the provisions of these Bylaws with respect <br /> to which notice of such purpose has been given, and at which a quorum is present, by the <br /> affirmative vote of Members entitled and qualified to vote present at such meeting in person or by <br /> 44 <br />