Section 10.2. Payment. Dues shall be set by the Board of Directors and shall be paid annually. Dues shall be payable in advance and shall cover a membership period of twelve (12) months or at the discretion of the Board of Directors. In the event of a Member's resignation or the termination of any membership, there shall be no refund of any dues previously paid. Dues, fees and special assessments shall be collected by the Treasurer of the Association. ARTICLE XI INDEMNIFICATION Section 11.1 Indemnification. Any person who at any time serves or has served as a Director or Officer of the Association shall be indemnified by the Association to the fullest extent permitted by law against (a) expenses, including reasonable attorneys, fees, actually and necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and whether or not brought by or on behalf of the Association, arising out of his or her status as such director, or his or her status as an officer, employee or agent of the Association, or his or her service, at the request of the Association, as a director, officer, partner, trustee, employee or agent of any other association, partnership, joint venture, trust or other enterprise or as a trustee or administrator under an employee benefit plan, or his or her activities in any of the foregoing capacities; and (b)any liability incurred by him or her, including without limitation, satisfaction of any Judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty or settlement, for which he or she may have become liable in connection with any such action, suit or proceeding. The Board of Directors of the Association shall take all such action as may be necessary and appropriate to authorize the Association to pay the indemnification required by these By-Laws, including without limitation, to the extent necessary, (a) making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her, and (b) giving notice to and obtaining approval by the Members of the Association, if such approval is required. Expenses incurred by a Director or an Officer in defending an action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of 56
the Director to pay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Association against such expenses. Any person who at any time after the adoption of these By-Laws serves or has served as a Director or Officer of the Association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein, and any modification or repeal of these provisions for indemnification shall be prospective only and shall not affect any rights or obligations existing at the time of such modification or repeal. Such right shall inure to the benefit of the legal representatives of any such person, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of these By-Laws, and shall not be limited by the provisions for indemnification in applicable Georgia law as of the date of the adoption of these By-Laws or any successor statutory provisions. Any person who is entitled to indemnification by the Association hereunder shall also be entitled to reimbursement of reasonable costs, expenses and attorneys' fees incurred in obtaining such indemnification. Section 11.2 Insurance. The Association shall at all times maintain one or more policies of insurance covering the Directors and Officers ("D&O Policy") in such amounts and on such terms as the Board of Directors deem advisable. The Association may maintain such other insurance policies and coverages as the Board of Directors may from time to time deem necessary or desirable. Section 11.3 Conflict of Interest and Board Membership Agreement. All members of the Board of Directors shall sign a Conflict of Interest Statement annually. Such Conflict of Interest Statement shall bind all members of the Board of Directors to the rules and regulations stated in the GASSA Conflict of Interest Policy. In addition to the Conflict of Interest Policy, all members of the Board of Directors shall sign the annual Board Membership Agreement, listing the responsibilities of board membership. ARTICLE XII DISSOLUTION Upon dissolution of the Association, any funds remaining shall be distributed to one (1) or more qualified charitable or educational non-profit organizations, to be selected by the Board of Directors. No part of the funds shall be distributed to the Members of the Association. 57
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