Each Board member, and Declarant, shall be indemnified by the Association against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of holding or having held such position, or any settlement thereof, whether or not he holds such position at the time such expenses or liabilities are incurred, except in such cases wherein such Board member or Declarant is adjudged guilty of willful misfeasance in the performance of his or her duties, provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement as being in the best interest of the Association.