Part 4 — Directors and Officers of Cooperatives Division 1 Number, Qualifications and Functions of Directors
94 Division 9 Indemnification of Directors and Officers Nature of indemnification
director or officer of the cooperative or who at the cooperative's
request acts or acted
(a) as a director or offi cer of the cooperative,
(b) as a director or offi cer of another entity, or
(c) as an individual in a simila r capacity for the cooperative or
other entity,
against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a claim reasonably incurred by the
individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is
involved by reason of the individual's association with the
cooperative or entity.
(2) A cooperative may advance money to a director, officer or
other individual for the costs of a proceeding referred to in
subsection (1), but the individual must repay the money if the
Court determines that the individual did not fulfil the conditions of
subsection (3), unless the members and investment shareholders
decide, by separate resolutions, that the individual need not repay
the money.
(3) A cooperative may not indemnify an individual under
subsection (1) unless the individual
(a) acted honestly and in good faith with a view to the best
interests of the cooperative or, as the case may be, to the
best interests of the entity for which the individual acted as
director or officer or in a similar capacity at the
cooperative's request, and
(b) in the case of a criminal o r administrative proceeding, had
reasonable grounds for believing that the individual's
conduct was lawful.
(4) A cooperative may not indemnify an individual under
subsection (1) or advance money for costs under subsection (2) in
respect of an action by or on behalf of the cooperative or entity,
unless the Court so orders.
(5) An individual referred to in subsection (1) is entitled to
indemnity from the cooperative for the costs, charges and expenses
referred to in that subsection if the individual
(a) was judged by the Court not to have committed any fault or
omitted to do anything that the individual ought to have
done,
(b) fulfils the conditions in subsection (3), and
(c) is fairly and reasonably entitled to indemnity.
(6) A cooperative may purchase and maintain insurance for the
benefit of an individual referred to in subsection (1) against any
liability incurred by the individual by reason of being or having
been
(a) a director or officer of the cooperative,
(b) a director or officer of another entity, or
(c) an individual that has acted in a similar capacity for the
cooperative or other entity, if the individual acts or acted in
that capacity at the cooperative's request.