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BYLAWS - HOMELESS ASSISTANCE CENTER, INC . February, 2003 and procedures regarding [a] regular annual statements, and [b] periodic supplemental statements by members of the Board of Directors or its Officers, Advisory Board, professional advisors, key employees and other Corporation officials which shall disclose any existing and/or potential conflicts of interest, (b) limitations on permitted external positions and interests, and (c) corrective action with respect to transgressions of such policies . 10.3 WHERE A KNOWN CONFLICT OF INTEREST EXISTS Where a known conflict of interest exists or arises which concerns any member of the Board of Directors, any contract or transaction shall be authorized or entered into by the Corporation only after all of the following conditions are satisfied . 10.3 . 1 Full and Complete Disclosure of the Conflict of Interest by the Interested Party The interested party shall, in good faith, fully and completely disclose the nature of the conflict ( including all relevant and material facts known by the interested party) to the Board of Directors prior to the time the Board decides to enter into the said contract or transaction . Such disclosure shall be reflected in the minutes . 10.3 .2 Assurance by the Interested Party that the Contract or Transaction is Fair The interested party shall, in good faith, assure the Board of Directors (prior to the time the Board decides to enter into the said contract or transaction) that the proposed contract or transaction is fair and reasonable to the Corporation . Such assurance shall be reflected in the minutes . 10.3 .3 Absence of the Interested Party from Board Discussion or Voting The interested party shall not be present during any discussions by the Board of Directors or during the vote concerning whether or not to approve the contract or transaction . 10.3 .4 Voting Requirements Authorization to enter into the said contract or transaction shall be by a vote of a majority [at least two-thirds (2/3 ) ] of non-interested party or parties . The interested party [s] , while not eligible to vote on the subject matter, shall be counted among the voting directors [ members of the Board of Directors] that constitute a quorum. ARTICLE XI INDEMNIFICATION 11 . 1 INDEMNIFICATION OF BOARD MEMBERS. OFFICERS AND OTHERS The Corporation shall indemnify any current or former Board member. Officer, agent or employee against all judgments, fines, settlement amounts, and reasonable costs and expenses (including attorney fees) actually and necessarily incurred in connection with any claim (civil or criminal) asserted by an action in court or otherwise, including any appeal therein, by reason of such person being or having been a Board member, Officer, agent or employee of the Corporation and performing activities within the scope of their services to the Corporation. This indemnification shall be to the same extent permitted, and in the manner prescribed, by the Florida Not-For-Profit Corporation Act. Such indemnification shall not apply in an action by, or in the right of, the Corporation . Such indemnification shall not extend to matters in which such Director, Officer, agent, or employee is adjudged to have breached his or her duty to the Corporation . Such right of indemnification shall not be deemed exclusive of any other rights to which such Director, Officer, agent, or employee may be entitled by Florida Statutes , apart from the foregoing provisions 1213 , or as amended . 12