Each director and officer of the Association and each former director and former officer of the Association shall be held harmless and indemnified by the Association against all cost and expense including legal fees actually and necessarily incurred by the director of officer of imposed in connection with the defense of, and against all liabilities arising out of, any action, suit, or proceeding in which he or she is made a party by reason of being or having been a director or officer of the Association, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding, without such judgment being reversed, to have been, liable for misconduct in performance of his or her duties, In the event of the settlement of any such action, suit, or proceeding prior to final judgment, the Association shall also make reimbursement or payment of the cost, expense, and amount paid or to be paid in settling any such action, suit, or proceeding, when such settlement appears, to a majority of the directors who are not involved, to be in the interest of the Association, Such indemnification shall be deemed exclusive of any rights to which those indemnified hereby may be entitled under any agreement or otherwise.