Each director, and
employee of the Club shall be indemnified against all
expenses, judgments, decrees, fines, penalties, and amounts
paid in connection with the defense of any pending or
threatened action, suit, or proceeding, provided that a
determination is made by the Board that the director or
employee was not and has not been adjudicated to have been
negligent or guilty of misconduct in the performance of his
duty to the Club.
