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.
(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).
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