The Willows Neighborhood Association

BYLAWS OF WILLOWS PROPERTY OWNERS ASSOCIATION, INC. - Art. 13-14

ARTICLE 13

13.1 The corporation shall indemnify any Director or Officer or former Director or Officer of the corporation for expenses and costs (including attorney's fees) actually and necessarily incurred by him or her in connection with any claim asserted against him or her, by action in court or otherwise. by reason of his or her being or having been such a Director or Officer, except in relation to matters as to which he or she shall have been adjudged guilty of negligence or misconduct in respect to the matter in which indemnity is sought.

ARTICLE 14

14.1 These Bylaws may be altered, amended or repealed and new Bylaws may be proposed by three-fifths (3/5) of all Directors on the Board at any regular meeting or any special meeting of the Board of Directors. The proposed changes must have been introduced and read in their final form at the previous Board meeting in order for the Board to act on them. Any such change must then be ratified by two-thirds (2/3) of the Property Owner members present (and constituting a quorum) at the next regular meeting or at a special meeting in order to become effective. Notice of the Board's action and the proposed changes to these Bylaws must be given to the general membership with notice of the meeting. Written notice of at least ten (10) days shall be given of any proposal to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such meeting.

ADOPTED the ______ day of _______________, 19____ by a majority vote of the members of the Corporation.

/s/ President



/s/ Secretary