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21 <br /> the Board of Directors;provided,however,that prior to the termination of the Class B membership, <br /> in no event shall any officer receive any compensation from the Association for serving in such <br /> capacity. The officers shall,however,be entitled to reimbursement for reasonable expenses incurred <br /> by them in the performance of their duties upon Board approval of such expenses. <br /> ARTICLE VI: MISCELLANEOUS <br /> Section 6.1 Fiscal Year. The fiscal year of the Association shall be selected by the Board. <br /> Unless otherwise selected, the fiscal year shall be the calendar year. <br /> Section 6.2 Certain Notices. Any Member who shall sell or lease any Lot in which he <br /> has <br /> a fee or undivided fee interest shall promptly give the Secretary a written notice of such sale or lease, <br /> which notice shall also set forth the name and address of such purchaser or lessee. The address so <br /> furnished for such purchaser or lessee shall be the address to which the Secretary shall send any <br /> notices to be sent to such purchaser or lessee, until such purchaser or lessee shall furnish the <br /> Secretary with another address for such purpose. <br /> ARTICLE VII: AMENDMENTS <br /> These Bylaws may be amended only in accordance with the following procedure:the Board <br /> of Directors shall first adopt a resolution proposing the amendment and recommending its adoption <br /> by the Members. Such proposed amendment shall then be presented to the Members at a meeting <br /> thereof duly called and held for the purpose of considering such proposed amendment. If such <br /> proposed amendment is approved by at least two-thirds(2/3)of the votes cast at such meeting,such <br /> amendment shall become effective;provided,however that the U.S.Department of Veterans Affairs <br /> (if it is then guaranteeing any Mortgage secured by any Lot)and/or the U.S.Department of Housing <br /> and Urban Development(if it is then insuring any Mortgage secured by any Lot)shall have the right <br /> to veto material amendments to these Bylaws for as long as the Class B membership shall not have <br /> terminated. <br /> ARTICLE VIII: INDEMNIFICATION <br /> Each person who is or was a director or officer of the Association, shall be indemnified by <br /> the Association against those expenses (including attorneys' fees),judgments, fines and amounts <br /> paid in settlement which are allowed to be paid or reimbursed by the Association under the laws of <br /> the State of North Carolina and which are actually and reasonably incurred in connection with any <br /> action, suit or proceeding, pending or threatened, whether civil, criminal, administrative or <br /> investigative,in which such person may be involved by reason of his being or having been a director <br /> of officer of the Association. Such indemnification shall be made only in accordance with the laws <br /> of the State of North Carolina and subject to the conditions prescribed therein. <br /> In any instance where the laws of the State of North Carolina permit indemnification to be <br /> provided to persons who are or have been an officer or director of the Association only on a <br /> determination that certain specified standards of conduct have been met, upon application for <br /> —9— <br />