ARTICLE XV. LIMITATION OF LIABILITY AND INDEMNIFICATION
Section XV.01 Liability. A Board member shall not be liable to the Corporation or to members for monetary damages for an act or omission performed or committed in the Board member’s capacity as a Board member, except to the extent otherwise provided by statute of the State of Texas.
Section XV.02 Indemnification. The Corporation shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer, committee member, or Executive Director of the Corporation, against expenses (including attorneys’ fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person [a] acted in good faith, [b] reasonably believed, in the case of conduct in their official capacity with the Corporation, that their conduct was in the best interests of the Corporation, and, in all other cases, that their conduct was at least not opposed to the best interests of the Corporation.