Hotels & Resorts
Association of Franchisees & Owners – North America

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Article IX — Indemnification of Directors and Officers

Section 1. Indemnification. ASFONA's Directors, Officers, and President shall be entitled to the broadest indemnification authorized and permitted by Part 5, Section 14-3-850, et seq., of the Georgia Nonprofit Corporation Code, or any act amending, supplementing or substituting therefor, which provisions are incorporated into these By-laws by this reference.

Section 2. Rights of Indemnification Cumulative. The rights of indemnification provided by or granted pursuant to this Article X shall be in addition to any rights to which any Director or Officer or the President may otherwise be entitled under any by-law, resolution or agreement of ASFONA otherwise permitted by applicable law, specifically or in general terms approved by the Board, acting by majority vote of a quorum, present or voting, consisting of members of the Board not parties to the proceeding to which such indemnification or advancement of expenses relates, or otherwise, and shall be in addition to the power of ASFONA to purchase and maintain insurance on behalf of any such Director or Officer and the President against any liability asserted against him/her and incurred by him/her in such capacity, or arising out of his/her status as such, regardless of whether ASFONA would have the power to indemnify him/her against such liability hereunder or otherwise.

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