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Revised August, 2002 9 . 9-2 WAIVER OF NOTICE . Whenever any notice is required to be given under the provisions of the Florida General Corporation Act or Florida Not for Profit Corporation Act or under the provisions of the Articles of Incorporation , these Bylaws , or applicable law, a waiver thereof in writing signed by the persons entitled to such notice , whether before or after the time stated therein , shall be deemed equivalent to the giving of such notice . The attendance of a member at any meeting shall constitute a waiver of notice of such meeting , except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened . Section 9 . 10 Indemnification of Members of the Board Officer and Others. The corporation shall indemnify any member of the Board or Officer or former member of the Board or Officer for expenses and costs (including attome) 's fees) actually and necessarily incurred thereby in connection with any claim asserted by action in court or otherwise , by reason of such person being or having been such member of the Board or Officer, except in relations to matters as to which such person shall have been guilty of negligence or misconduct with respect to the matter in which indemnity is sought, and to the extent permitted by the provisions of the Florida Not For Profit Corporation Act. By order of the Board , the Corporation may, under comparable terms and limitations, indemnify employees and agents of the Corporation with respect to activities within the scope of their services as members of Board Committees , Officers or other officials of the Corporation . Section 9 . 11 — Revocability of Authorizations . No authorization, assignment, referral or delegation of authority by the Board to any committee, Officer, agent or other official of the Corporation , or any other organization which is associated or affiliated with , or conducted under the auspices of the Corporation shall preclude the Board from exercising the authority required to meet its responsibility. The Board shall retain the right to rescind any such authorization , assignment, referral or delegation at its sole discretion . Section 9 . 12 — . Emaloyees of the Corporation . The Board of Diresters may employ such personnel , including a full time Executive Director, as it deems necessary or desirable for the efficient operation of the Corporation. Section 9. 13 — Conflict of Interest. Except for contracts and transactions between the Corporation and any of its affiliate organizations of any contract or other transaction between the Corporation and one or more of the members of the Board or Officers , or between the Corporation and any other corporation , firm , association or other entity in which one or more of the members of the Board or Officers are members of the board , trustees , or officers or have a significant financial or influential interest, shall be authorized or entered into by the Corporation only after all of the following conditions are met: - 13 -