Part 4 — Directors and Officers of Cooperatives Division 1 Number, Qualifications and Functions of Directors
54 Duties of directors
and performing the duties of office,
(a) act honestly and in good faith with a view to the best
interests of the cooperative, and
(b) exercise the care, diligen ce and skill that a reasonably
prudent person would exercise in comparable
circumstances.
(2) Every director and officer must comply with this Act, the
regulations, the articles, the bylaws and any unanimous agreement.
(3) Subject to section 97, no provision in a contract, the articles,
the bylaws, a unanimous agreement or a resolution relieves a
director or officer from complying with this Act and the regulations
or relieves the director from liability for breach of that duty.
(4) In determining whether a particular transaction or course of
action is in the best interests of the cooperative, a director who is
elected or appointed by the holders of a class or series of
investment shares or by employees or creditors or a class of
employees or creditors may give special, but not exclusive,
consideration to the interests of those who elected or appointed the
director.