Article 9: Protection of Directors, Officers and Others

STLHE By-law No. 1 was prepared and translated by Gowling WLG, Ottawa, ON. (June 2016)

9.1 Limitation of Liability

Subject to the provisions of the Act and to Section 9.4, the Society shall indemnify a Director or Officer of the Society, a former Director or Officer of the Society or another individual who acts or acted at the Society’s request as a Director or Officer, or an individual acting in a similar capacity, of another entity, and his or her heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, 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 Society or other entity.

9.2 Advance of Costs

Subject to Section 9.4, the Society shall advance moneys to a Director, Officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 9.1. The individual shall repay the moneys if the individual does not fulfil the conditions of Section 9.3.

9.3 Limitation

The Society may not indemnify an individual under Section 9.1 unless the individual:

(a) acted honestly and in good faith with a view to the best interests of the Society, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Society’s request; and

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

9.4 Derivative Actions

The Society shall, with the approval of a court, indemnify an individual referred to in Section 9.1, or advance moneys under Section 9.2, in respect of an action by or on behalf of the Society or other entity to procure a judgement in its favour, to which the individual is made a party because of the individual’s association with the Society or other entity as described in Section 9.1 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 Section 9.3.

9.5 No Restriction

The Society will also indemnify the individuals referred to in Section 9.1 in any other circumstances that the Act permits or requires. Nothing in these By-laws will limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of these By-laws.

9.6 Insurance

The Society shall, at all times, maintain in force such Director’s and Officer’s liability insurance as may be approved by the Board.