Canadian Race Relations Foundation Act (S.C. 1991, c. 8)

Marginal note:Duty of care

• 18. (1) When exercising powers and performing duties under this Act, every director and every officer of the Foundation shall

  • (a) act honestly and in good faith with a view to the best interests of the Foundation;

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

  • (c) comply with this Act and the by-laws of the Foundation.

• Marginal note:Reliance on statements

  (2) A director or officer is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on

  • (a) financial statements of the Foundation represented to the director or officer by an officer of the Foundation or in a written report of the auditor of the Foundation fairly to reflect the financial condition of the Foundation; or

  • (b) a report of a lawyer, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.

Marginal note:Disclosure of interest in contract

• 19. (1) A director or officer who

  • (a) is a party to a material contract or proposed material contract with the Foundation, or

  • (b) is a director or officer of, or has a material interest in, any person who is a party to a material contract or proposed material contract with the Foundation,

  shall disclose in writing to the Foundation the nature and extent of the interest of the director or officer.

• Marginal note:Disclosure by-laws

  (2) The Board shall make by-laws respecting

  • (a) the time when and the form and manner in which the disclosure required by subsection (1) shall be made; and

  • (b) the limitation on the participation of a director or officer who has made a disclosure as required by subsection (1) in any proceedings respecting the contract that is the subject of the disclosure.

Marginal note:Power to indemnify

• 20. (1) The Foundation may indemnify a present or former director or officer of the Foundation or any other person who acts or acted at its request as a director or officer of another corporation of which the Foundation is or was a shareholder or creditor, and the person’s heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the person is a party by reason of being or having been such a director or officer, if

  • (a) the person acted honestly and in good faith with a view to the best interests of the Foundation or other corporation; and

  • (b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the person’s conduct was lawful.

• Marginal note:Insurance

  (2) The Foundation may purchase and maintain insurance for the benefit of a director or officer, and the director’s or officer’s heirs and legal representatives, against any liability, cost, charge and expense incurred by the director or officer as described in subsection (1).