(a) financial statements of the corporation that the auditor in a written report, an officer of
the corporation or a manager under an agreement for the management of the property
represents to the director as presenting fairly the financial position of the corporation
in accordance with generally accepted accounting principles; or
(b) a report or opinion of a lawyer, public accountant, engineer, appraiser or other person
whose profession lends credibility to the report or opinion. 1998, c. 19, s. 37 (3); 2004,
c. 8, s. 47 (1).
Subject to subsection (2), the by-laws of a corporation may provide that every
director and every officer of the corporation and the person’s heirs, executors, administrators,
estate trustees and other legal personal representatives may from time to time be indemnified and
saved harmless by the corporation from and against,
(a) any liability and all costs, charges and expenses that the director or officer sustains or
incurs in respect of any action, suit or proceeding that is proposed or commenced
against the person for or in respect of anything that the person has done, omitted to do
or permitted in respect of the execution of the duties of office; and
(b) all other costs, charges and expenses that the person sustains or incurs in respect of the
affairs of the corporation. 1998, c. 19, s. 38 (1).
Not for breach of duty(2)
No director or officer of a corporation shall be indemnified by the corporation in
respect of any liability, costs, charges or expenses that the person sustains or incurs in or about
an action, suit or other proceeding as a result of which the person is adjudged to be in breach of
the duty to act honestly and in good faith. 1998, c. 19, s. 38 (2).
If the insurance is reasonably available, a corporation shall purchase and maintain
insurance for the benefit of a director or officer against the matters described in clauses 38 (1) (a)
and (b) except insurance against a liability, cost, charge or expense of the director or officer
incurred as a result of a breach of the duty to act honestly and in good faith. 1998, c. 19, s. 39.
Disclosure by director of interest40. (1)
A director of a corporation who has, directly or indirectly, an interest in a contract
or transaction to which the corporation is a party or a proposed contract or transaction to which
the corporation will be a party, shall disclose in writing to the corporation the nature and extent
of the interest. 1998, c. 19, s. 40 (1).
Interest to be material(2)
Subsection (1) does not apply to a contract or transaction or a proposed contract or
transaction unless both it and the director’s interest in it are material. 1998, c. 19, s. 40 (2).
Purchase of property(3)
If the contract or transaction or the proposed contract or transaction to which
subsection (1) applies involves the purchase or sale of real or personal property by the
corporation that the seller acquired within five years before the date of the contract or transaction
or the proposed contract or transaction, the director shall disclose the cost of the property to the
seller, to the extent to which that information is within the director’s knowledge or control. 1998,