Part 8 – Indemnity and Protection of Directors, Officers and Employees

Part 8 – Indemnity and Protection of Directors, Officers and Employees 54) Subject to the provisions of the Society Act, the directors shall cause the Society to indemnify a director or former director of the Society and the heirs and personal representative of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is or they are made a part by reason of his being or having been a director of the Society, including any action brought by the Society. Each director of the Society, on being elected or appointed, shall be deemed to have contracted with the Society on the terms of the aforegoing indemnity. 55) Subject to the provisions of the Society Act, the directors may cause the Society to indemnify any officer, employee or agent of the Society and his agents and personal representatives against all cost, charges and expenses whatsoever incurred by him or them and resulting from his action as an officer, employee or agent of the Society. In addition, the Society shall indemnify the secretary of the Society (if he shall not be a full time employee of the Society and not withstanding that he is also a director) and his respective heirs and legal representatives against all costs charges and expenses whatsoever incurred to the secretary by the Society Act and these By-laws and each such secretary shall, on being appointed or elected, be deemed to have contracted with the Society on the terms of the aforegoing indemnity. 56) The failure of a director or officer of the Society to comply with the provisions of the Society Act or of the Constitution or these By-laws shall not invalidate any indemnity to which he is entitled under this part. 57) The directors may cause the Society to purchase and maintain insurance for the benefit of any person who is or was serving as a director, officer, employee or agent of the Society and his heirs or personal representatives against any liability incurred by him as such director, officer, employee or agent.