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ARTICLE XIV
FISCAL MATTERS
Sec. 1. CONTRACTS. The Board of Governors may authorize any officer or officers, agent or
employees to enter into any contract or execute and deliver any instrument in the name of and
upon behalf of the Association, and such authority may be general or confined to specific
instances.
Sec. 2. CHECKS AND DRAFTS. All checks, drafts or orders for the payment on money, notes
or other evidences of indebtedness issued in the name of the Association, shall be signed by such
officer or officers, agents or employees, and in such manner as shall from time to time be
determined by resolution of the Board of Governors. In the absence of such determination and
except as hereinabove provided, such instruments shall be signed by the Treasurer.
Sec. 3. UNAPPROPRIATED FUNDS. The Board of Governors may authorize the Treasurer to
invest unappropriated funds of the Association or such other funds as the Board of Governors
may direct, in bonds of the United States; warsavings
certificates of indebtedness issued by the
Secretary of the Treasury of the United States; in shares or share accounts of Savings and Loan
Associations organized under the laws of any State of the United States or Federal Savings and
Loan Associations upon approval of said investments by the Board of Governors and Treasurer,
the Secretariat shall purchase, monitor (the performance) and submit reports to the Board of
Governors, the Executive Committee and the Treasurer in monthly financial reports and
statements where such shares or share accounts are issued under and by virtue of the Federal
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Savings and Loan Insurance Corporation or in certificates of deposits with maturities not to
exceed six (6) months in national banks organized under the laws of the United States where such
certificates of deposit are insured under and by virtue of the Federal Deposit Insurance
Corporation. The Board of Governors elected and meeting at the close of each Annual
Conference of the Association may direct the Treasurer elected at such Annual Conference to
invest as stated herein such percentage of the surplus remaining from the prior fiscal year assets as
they deem appropriate for the financial welfare of the Association. Such investments directed by
the Board of Governors to be so invested shall become a part of a permanent fund of the
organization and no part or parcel of the corpus of such fund shall be used for any expenses of
any future fiscal year save only the interest from such funds. Provided, however, that
accumulations in said fund may be used for future expenditures upon the vote of twothirds
of the
Board of Governors at any regular or called meeting.
Sec. 4. GIFTS. The Board of Governors may accept upon behalf of the Association such
contributions, endowments, gifts, grants, bequests or devices for the general purpose or for any
special purpose of the corporation consistent with its charter.
Sec. 5. BOOKS AND RECORDS. The Association shall keep correct and complete books and
records of account, and shall keep minutes of the proceedings of the General Assembly, of the
Board of Governors, of the Executive Committee, of the Standing Committees and such other
minutes as may be appropriate. All books and records of the Association may be inspected by any
member of the Association for any proper purpose at any reasonable time.
Sec. 6. FISCAL YEAR. The period of the fiscal year of the Association shall be determined by
the Board of Governors.
Sec. 7. AUDIT. In addition to the annual financial report required to be furnished by the
Treasurer preceding the Annual Conference the President, with the approval of the Board of
Governors, may employ a certified public accountant to audit the books and records at any time.
Copies of all audits shall be furnished promptly to each member of the Board of Governors.
Sec. 8. BUDGET. The Board of Governors shall adopt an annual budget for the operations of
the Association. No budget, however, shall be adopted or appropriations made unless the total of
estimated revenues, income and funds available shall be equal to or in excess of such budget or
proposed appropriations.
Sec. 9. RIGHT TO INDEMNIFICATION. Each person who is threatened to be made a party to
or is otherwise involved in any actual or threatened action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, or any other capacity while serving as a governor,
officer, or agent, by reason of the fact that he or she is or was a governor or officer of the
Association, whether the basis of such proceeding is alleged action in an official capacity as
governor, officer, or agent, shall be indemnified and held harmless by the Association, to the full
extent permitted by applicable law as then in effect, against all expense, liability, and loss
(including attorney’s fees, judgments, fines and amounts to be paid in settlement) actually and
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reasonably incurred or suffered by such person in connection therewith; provided, however, that
the Association shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the board of governors of the Association. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be paid by the Association the
expenses incurred in defending any such proceeding in advance of its final deposition; provided,
however, that the payment of such expenses in advance of the final disposition of a proceeding
shall be made only upon delivery to the Association of an undertaking, by or on behalf of such
governor or officer, to repay all amounts so advanced if it shall ultimately be determined that such
governor or officer is not entitled to be indemnified under this section or otherwise. No
indemnification is intended hereby, for any act of any governor or officer that is beyond the scope
of his or her authority or which constitutes a crime or a personal tort.