SAAA 2022 Directory & Buyer's Guide - 46

misconduct or a knowing violation of
the law, a transaction from which the
director received an improper benefit
whether or not the benefit resulted from
an action taken within the scope of the
director's office, or an act or omission for
which liability of the director is expressly
provided for by statute.
Section 2. Indemnification.
Every officer, director and employee of
the Association shall be indemnified by
the Association against all expenses and
liabilities including, but not limited to, attorneys'
fees and expenses reasonably
incurred or imposed upon them in connection
with any proceeding to which
they may be a party, or in which they
may become involved by reason of being
or having been in such position, or
any settlement thereof whether the person
is in such position at the time such expenses
are incurred. Such indemnification
shall apply except in cases wherein
the officer, director or employee commits
a breach of duty of loyalty to Association
or its members, an act or omission not
in good faith or that involves intentional
misconduct or a knowing violation of the
law, a transaction from which the officer,
director or employee received an improper
benefit, whether or not the benefit
resulted from an action taken within the
scope of their office or position, an act
or omission for which liability is expressly
provided for by statute, or an act related
to unlawful payment of a dividend,
or is finally adjudged liable, by due legal
process, of willful malfeasance or malfeasance
in the performance of duties. The
foregoing right of indemnification shall
be in addition to and not exclusive of all
other rights to which such position may
be entitled.
ARTICLE XIV. FINANCIAL RECORDS AND
REPORTS
Section 1. Financial Records.
The Association shall maintain current,
true and accurate financial records with
full and complete entries with respect to
all financial transactions of the Association,
including all income and expenditures
in accordance with generally accepted
accounting practices.
Section 2. Financial Reports.
Based on the Financial Records, the
Board shall annually prepare and approve
the report of the financial activity
of the Association for the preceding year,
which report shall conform to Generally
Accepted Accounting Principles, including
a statement of support, revenue and
expenses, and exchanges in fund balances,
a statement of functional expenses
and balance sheets for all assets and
liabilities.
Section 3. Inspection of Books.
The records, books and annual reports of
the financial activity of the Association
shall be kept at the principal office of the
Association for at least three (3) years
after the closing of each fiscal year, and
shall be available to members for inspection
and copying thereof, during normal
business hours. The Association may
charge for reasonable expenses of preparing
copies of such records or reports.
SAAA 2022 Directory & Buyer's Guide

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