Every Director, Officer, employee or committee of the Association shall be indemnified by the Association against all expenses and liabilities, including settlement and counsel fees reasonably incurred or imposed upon them in connection with any proceeding to which they may be a party, or in which they may become involved, by reason of being or having been a Director, Officer or employees of the Association, whether the person is a Director, Officer or employee at the time of such expenses are incurred, except in such cases where the Director, Officer or employee is adjudged guilty of willful malfeasance or malfeasance in the performance of duties. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.