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suit, or proceeding, civil or criminal, to which he may be a party by

reason of being or having been a director or officer of the

Association. The foregoing right of indemnification shall not be

exclusive of any other rights to which the director or officer or

person may be entitled by law, or agreement, or vote of the members,

or otherwise, but shall not apply if said officer or director was not

acting within the scope of his duties and authority or acted

deliberately to the detriment of the Association.

ARTICLE XV -TERMS

The terms "will" and "shall" as used herein are considered synonymous

and describe a mandatory (not optional) condition. The term "may" as

used herein describes a non-mandatory (optional) condition.

IN WITNESS WHEREOF, We, being all the Directors of the HOLLYWOOD

SHORES CIVIC ASSOCIATION, INCORPORATED, have hereunto set our hands

th
and seals hereto this 8 day of June 1991.

(Note – JSW) The signatures of ten (10) directors who signed the original By-Laws are not reproduced.

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