XIII Indemnification

63. Limitation of Liability

Subject to the Canada Not-for-Profit Corporations Act and to article 66, the Association shall indemnify a Board member, a former Board member or another individual who acts or acted at the Association’s request as a Board member, or an individual acting in a similar capacity, of another entity, and their heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Association or other entity.

64.  Advance of Costs

Subject to article 66, the Association shall advance moneys to a Board member or other individual for the costs, charges and expenses of a proceeding referred to in article 63. The individual shall repay the moneys if the individual does not fulfil the conditions of article 65.

65. Limitation

The Association may not indemnify an individual under article 63 unless the individual:

  1. acted honestly and in good faith with a view to the best interests of the Association, or, as the case may be, to the best interests of the other entity for which the individual acted as Board member or in a similar capacity at the Association’s request; and
  2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds to believe that their conduct was lawful.

66. Derivative Actions

The Association shall, with the approval of a court, indemnify an individual referred to in article 63, or advance moneys under article 64, in respect of an action by or on behalf of the Association or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the Association or other entity as described in article 63 against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in article 65.

67. No Restriction

The Association will also indemnify the individuals referred to in article 63 in any other circumstances that the Canada Not-for-Profit Corporations Act permits or requires. Nothing in this Bylaw will limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this Bylaw. 

68. Insurance

The Association will maintain in force the directors and officers liability insurance as may be approved by the Board.