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10Section 7. Indemnifi cation of Directors, Offi cers,Committee Members, Agents and Employees a. The provisions of this section on indemnifi cation are governed by the defi nitions, procedures, and requirements of Indiana Code 23-17-16-1 to 15. b. To the maximum extent permitted by law, this Association shall indemnify each past or present director, offi cer, committee member, agent and employee (and any person who may have served at the Association%u2019s request as director, offi cer, committee member, agent or employee of another organization), together with his or her estate, against liability incurred in any proceeding if:(1) the individual%u2019s conduct was in good faith;(2) the individual reasonably believed:(a) in the case of conduct in the individual%u2019s offi cial capacity with the Association, that the individual%u2019s conduct was in its best interests; and(b) in all other cases, that the individual%u2019s conduct was at least not opposed to its best interests; and(3) in the case of any criminal proceeding, the individual either:(a) has reasonable cause to believe the individual%u2019s conduct was lawful; or (b) has no reasonable cause to believe the individual%u2019s conduct was unlawful. c. The Association shall pay for or reimburse the reasonable expenses incurred by such a person in advance of fi nal disposition of the proceeding if applicable statutory procedures are met. d. The Association may purchase and maintain insurance on behalf of any such individual, whether the Association would have the power to indemnify the individual against the same liability under applicable statutes. e. Indemnifi cation pursuant to this section shall be reduced by the amount of any insurance or other reimbursement of such individual of the expense to which indemnifi cation is claimed. Indemnifi cation pursuant to this section shall be in addition to and not exclusive of any other right to indemnifi cation to which such individual may be entitled under any other law or obligation.ARTICLE V - FINANCESSection 1.There shall be the accumulation and establishment of an adequate working balance in the Corporation treasury, this amount to be established and maintained as a guarantee that existing obligations will be met; that expansions in the program of service may be made if thought desirable; and that any emergencies in the future may be solved.Section 2.There shall be a distribution on an equitable basis among the schools in the Corporation Membership (except associates) of the amounts accumulated above the adequate working balance and above the amount legitimately necessary for the running expenses of the Corporation, these distributions to be determined by the Executive Committee in May and distributions made no later than December 1. No distribution shall be made unless the operating balance as of April 30 exceeds 30% of the current year budgeted expenditures.Section 3.There is granted power and authority to the Committee to make the fi nancial adjustments in contracts for interschool games, tourneys, meets and athletic contests that are deemed necessary through the years and to administer, execute and control all receipts, expenditures and holding of monies in connection with the Corporation.ARTICLE VI - AMENDMENTSSection 1.Articles of Incorporation. The Articles of Incorporation may be amended in the manner provided by the Indiana Not-For-Profi t Corporation Act of 1971, as amended. Every such amendment shall be fi rst proposed by an affi rmative vote of a majority of the Board of DiArticle IV - Administration