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ARTICLE XI. ADDITIONAL ADMINISTRATIVE MATTERS <br />INDEMNIFICATION <br />SECTION 1. <br />.Any person made a party to any action, suit, or proceeding, civil or criminal, by reason of <br />the fact that such person, his/her testator or intestate, is or was a member of the executive <br />board or committee of the executive board of the corporation, or an officer or National <br />Council member or employee of the corporation, or a director, officer, or employee of any <br />corporation in which he/she served as such at the request of the corporation, or a member of <br />the commissioner staff of the corporation, or a member of a district committee or a district <br />officer under the jurisdiction of the corporation, shall be indemnified by the corporation <br />against the reasonable expenses, (including amounts paid by way of judgment and settlement <br />and including attorney's fees), actually and necessarily incurred by him/her in connection with <br />defense of such action, suit, or proceeding, whether or not such defense shall be successful in <br />whole or in part, or in connection with any appeal therein or any settlement thereof, except in <br />relation to matters as to which it shall be adjudged in such action, suit, or proceeding that such <br />person is liable for negligence or misconduct in the performance of duties. Such <br />indemnification, if afforded, shall not be deemed exclusive of any other rights to which such <br />persons may be entitled apart from this section. This section shall not be deemed to limit any <br />power or exclude any right of the corporation to provide any additional or other indemnity or <br />right for any executive board member, officer, employee, or other person. If this section <br />should be invalid or ineffective in any respect, the validity and effect of the section in any <br />other respect shall not be affected. <br />CONTRACTS, CHECKS, DRAFTS, ETC. <br />SECTION 2. <br />Except as otherwise provided by law or in these bylaws, such officer or officers, employee or <br />employees, or agent or agents of the corporation as shall be specified by the executive board <br />or executive committee shall sign, in the name and on behalf of the corporation, all deeds, <br />bonds, contracts, mortgages, and other instruments or documents, the execution of which shall <br />be authorized by the executive board or executive committee; and such authority may be <br />general or confined to specific instances. <br />Except as otherwise provided by law or in these bylaws, all checks, drafts, notes, bonds, <br />bills of exchange, or other orders, instruments, or obligations for the payment of money shall <br />be signed by such officer or officers, employee or employees, or agent or agents of the <br />corporation as shall be specified by the executive board or executive committee. <br />26 <br />