ARTICLE XII. INDEMNIFICATION OF OFFICERS, DIRECTORS. AND EMPLOYEES

The Club shall indemnify any Director, Officer or employee or former Director, Office or employee of the corporation, his heirs, administrators and assigns,for expenses and costs (including attorney’s fees), actually and necessarily incurred by him in connection with any claim or charge asserted against him by action in court or otherwise, by reason of his being or having been such Director, Officer or employee, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. Any indemnification here under shall be against lability incurred for acts committed prior as well as subsequent, to adoption of this Bylaw, and whether in office or not at the time the expense is incurred; provided, however, that the Club shall nor be liable for any indeminification hereunder of any kind or character unless said Director, Officer or employee shall have first given said Club timely notice of any such said claim, charge or suit and an opportunity for the Club to cure any such liability. Any compromise in connection therewith shall first be approved by this Club