a separate vote for each officer position shall be taken by the eligible voters at the annual meeting or Special Meeting and the nominee receiving the majority of the votes for that position shall be elected. If additional nominations for directors are made in accordance with subsection (C) above, cumulative voting for directors shall be taken by the eligible voters at the annual meeting or Special Meeting and the nominees receiving the majority of the votes for the positions available will be deemed elected. Cumulative voting for directors shall proceed in the following manner: Each member possessing a vote shall be entitled to a total number of votes equivalent to the number of directors to be elected; all director nominees shall be listed on a single ballot and each eligible member may only cast one vote per open position. The nominees receiving the most votes shall be elected. In the event two nominees are tied for the final position or positions on the ballot, a runoff election between the nominees shall occur for the final position or positions. F. Voting for directors and/or officers by written proxy shall not be allowed. G. The President shall appoint three (3) Owner Members to be election judges to supervise the election procedure, canvas the voting and report the results to the President. H. Only Owner Members and Associate Members are eligible to vote in the election of directors of the Association. I. Only Owner Members are eligible to vote in the election of officers of the Association. Section 2. Officers of Product/Service Council. The members of the Product/Service Council shall elect their officers. ARTICLE XI. RULES OF ORDER The most recent edition of Robert's Rules of Order shall be the authority for the proceedings of the Association when not in conflict with these bylaws, the Articles of Incorporation of the Association, or Texas or Federal laws. ARTICLE XII. AMENDMENTS The bylaws of the Association may be amended by a two-thirds (2/3) vote of the Owner Members present at a regular or Special Meeting of the membership provided the following prerequisites are fulfilled: A. The proposed Amendment was submitted to and approved by a two thirds (2/3) vote of the members of the Board present; and Notice that proposed amendments would be voted on at the meeting and the complete text of the proposed amendments was delivered to each Owner Member at least ten (10) days prior to the meeting of the members. B. ARTICLE XIII. INDEMNIFICATION Section 1. Liability Limitation. A director is not liable to the Association or its members for monetary damages for an act or omission in his or her capacity as a director, except for, a breach of the director's duty of loyalty to the Association or its members, an act or omission not in good faith or that involves intentional