Division 6: PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.01 Conflict of Interest

A Director or officer shall not be disqualified by his office, or be required to vacate his office, by reason only that he is a party to, or is a Director or officer or has an interest in a material contract or proposed material contract with the Society. Such a Director or officer shall, however, disclose the nature and extent of his interest in the contract at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the Board for approval even if such contract is one that in the ordinary course of the Society’s business would not require approval by the Board. Subject to the provisions of the Act, a Director shall not by reason only of his office be accountable to the Society or to its membership for any profit or gain realized from such a contract or transaction if such contract or transaction is approved by the Directors, and it is fair and reasonable to the Society at the time it is approved and the Director refrains from voting as a Director on the contract or transaction and absents himself from the Directors’ meeting, at which the contract is authorized or approved by the Directors, except attendance for the purpose of being counted in the quorum.

6.02 Limitation of Liability

No Director, officer or member of the Society is, in his individual capacity, liable for a debt or liability of the Society. Every Director or officer of the Society in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Society and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or officer for the time being of the Society shall be liable for the acts, receipts, neglects or defaults of any other Director, officer or employee for joining in any receipt or act of conformity, for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by the Society or for or on behalf of the Society, for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Society shall be placed out or invested or for any loss, conversion, misapplication or misappropriation, of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Society, for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his respective office or trust or in relation, thereto; provided that nothing herein shall relieve any Director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof. The Directors or officers for the time being of the Society shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into the name or on behalf of the Society, except such as shall have been submitted to and authorized or approved by the Board of Directors.

6.03 Indemnity

The Society shall indemnify a Director or officer, a former Director or officer, or a person who acts or acted at the Society’s request, and his heirs, executors, administrators and other legal representatives, from and against.

Any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and

All other costs, charges and expenses that he sustains or incurs in respect of the affairs of the Society, except where such liability relates to his failure to act honestly and in good faith with a view to the best interests of the Society. The Society shall also indemnify such persons in such other circumstances as the Act permits or requires. Nothing in this section shall limit the right of any person entitled to indemnify to claim indemnity apart from the provisions of this section.

6.04 Insurance

Subject to the Act, the Society may purchase and maintain insurance for the benefit of any person referred to in the proceeding section against any liability incurred by him in his capacity as a Director or officer of the Society or where he acted at the Society’s request.