Co-Operative Societies Act 2008

73. Indemnification of directors

1.      Subject to subsections (2) and (3), a society may indemnify—

a.      a director or officer of the society;

b.     a former director or officer of the society;

c.      a person who acts or has acted at the request of the society as a director or officer of a body corporate of which the society is or was a member or a creditor, against cost, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that person with respect to a civil, criminal or administrative action or proceeding to which that person is made a party by reason of his being or having been a director or officer of the society or body corporate.

2.      A society may indemnify a director, officer, or other person only where that person—

a.      acted honestly and in good faith with a view to the best interests of the society;

b.     in the case of a criminal, civil or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the conduct was lawful.

3.      No society shall indemnify a director, officer or other person mentioned in subsection (1) with respect to an action by or on behalf of the society to obtain a judgment in its favour to which that person is made a party by reason of his being or having been a director or an officer of the society, against costs, charges and expenses reasonably incurred by that person in connection with the action unless—

a.      the society has the approval of the court; and

b.     that person fulfills the conditions described in subsection (2).

1.     

2.     

3.     

4.      Notwithstanding subsections (1) to (3), a society shall indemnify a director, officer or other person mentioned in subsection (1) who has been successful in the defence of a civil, criminal or administrative action or proceeding to which that person is made a party by reason of his being or having been a director or officer of the society or body corporate against costs, charges and expenses reasonably incurred by that person with respect to the action or proceedings.

5.      A society or a director, officer or other person mentioned in subsection (1) may apply to the Court for an order approving the indemnity and the Court may make the order.

6.      On an application pursuant to subsection (5) the court may order notice to be given to an interested person, and that interested person is entitled to appear and be heard in person or by an attorney-at-law or agent.

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