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Attachment A or Officer of a good faith belief that the criteria for indemnification set forth in Section 20 have been satisfied and a written undertaking by the person to repay the amounts advanced by the Association, if it is determined that the criteria for indemnification have not been satisfied; and (b) After determination that the facts then known to those making the determination would not preclude indemnification under Section 20. The written undertaking required by clause (a) is an unlimited general obligation of the person making it, but need not be secured and must be accepted without reference to financial ability to make the repayment. OFFICERS Section 21 Election - Term - Qualification The Officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, and such other Officers as the Board of Trustees may from time to time designate. The full Board of Trustees shall elect from their six elected members such Officers; provided, however, that to be eligible to serve as an Officer the member must have previously served on the Board for a period of at least one year. Such Officers, who shall serve a term of one year, shall be elected at the Annual Meeting of the Board of Trustees held as provided herein. In no event shall any Trustee hold more than one Officer position at any one time, except as set out in Section 24 regarding the Vice President. In the event any Officer shall retire, resign, die or become disqualified or refuse to act as an Officer during a term of office, a successor may be appointed by the Board to fill the unexpired term thereof, notwithstanding the failure of the appointee to otherwise meet the Board service requirement. Section 22 Authority - Duties All Officers shall have such authority and perform such duties in the management of the business of the Association as provided in these Restated Bylaws and as may be determined by the Board of Trustees from time to time. Section 23 Duties of the President The President shall preside at all meetings of the Trustees and members and shall have general charge of and control over the affairs of the Association, subject to the instructions, directions and control of the Board of Trustees. Section 24 Duties of the Vice President The Vice President shall perform such duties as may be assigned by the Board of Trustees. In case of the death, disability, or absence of the President, the Vice President shall perform and be vested with all of the duties and powers of the President. 11