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meetings shall be given to the membership involved. A minimum of ten days advance notice of
all specially called meetings shall be given to the membership involved. No minimum advance
notice shall be required for an emergency meeting.

5.9 Quorum. For meetings of the Board and Commissions, a majority of the
elected members shall constitute a quorum.

5.10 Indemnification.

(a) Indemnification.

(i) Subject to the limitations hereinafter set forth the Corporation may
indemnify at the sole discretion of the District Board, any director, officer, employee or agent of
the Corporation or of any organization that is being served as a director, officer, employee or agent
at the request of the Corporation, and the heirs, executors or administrators, to the full extent
permitted by law, against all judgments, fines, liabilities and reasonable expenses (including, but
not limited to, court costs and attorneys’ fees and any amount paid in any settlement), which
judgments, fines, and liabilities and expenses were incurred or expended in connection with any
claim, suit, action, or proceeding, whether civil, criminal, administrative, or investigative, and
whether or not the indemnified liability arises or arose from any action by or in the right of the
Corporation or of any organization that may have been served by a director, officer, employee, or
agent at the request of the Corporation, but such indemnification can be made only if a
determination is made as hereinafter provided that such indemnification should be made. Such
indemnification shall not impair any other right any such person may have.

(b) Said indemnification can be made only if a determination has been
made, with the advice of Counsel for the Corporation, by members of the Board of Directors, not
involved in the claim or proceeding, or by a disinterested person or persons named by said
members of the Board of Directors not involved in the claim or proceeding, or by the members, or
by independent legal counsel in a written opinion: (1) that the director, officer, employee or agent
acted or failed to act in good faith and in a reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and with respect to any criminal action or proceeding, had not
reasonable cause to believe the conduct was unlawful, and (2) that the amount of the proposed
indemnification is reasonable, and (3) that the proposed indemnification is just and proper and can
be legally made by the Corporation under then existing laws, and (4) that the indemnification shall
be made by the Corporation in an amount stated in the determination. The indemnification
provided for herein shall be available so long as the act or failure to act giving rise to the claim for
indemnification is not determined by a court to have constituted willful misconduct or
recklessness.

(c) Advance Payment of Expenses. Expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action, suit or proceeding may be
advanced by the Corporation, provided repayment arrangements are made, if it shall ultimately be
determined that the person is not entitled to be indemnified by the Corporation.

(d) Insurance or Indemnification Fund. The Corporation shall have the

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