ARTICLE 7 – PROTECTION OF OFFICERS AND DIRECTORS, BY-LAW #1 SHA Constitution -2024 Rev (Sarnia Hockey)

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ARTICLE 7 Protection of Officers and Directors




7.1 Liability


Any Director or officer or committee member of the Corporation shall not be liable for any act, receipt, neglect or default of any other Director, officer, committee member or employee or for any loss, damage or expense happening to the Corporation through any insufficiency or deficiency of title to any property acquired by the Corporation or for any insufficiency or deficiency of any security upon which any moneys of the Corporation shall be invested or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person including any person with whom any moneys, securities or effects shall be deposited or for any loss, conversion, or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune which may happen in the execution of the duties of such Director's or officer's or committee member's respective office unless such occurrence is as a result of such Director's or officer's own wilful neglect or default.



7.2 
Indemnities to Directors and Others


(a)  Every Director or officer or former Director or officer of the Corporation or an individual who acts or acted at the Corporation's request as a director or officer, or in a similar capacity, of another entity, shall be indemnified and saved harmless out of the Corporation's funds from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the individual is involved because of that association with the Corporation or other entity.

(b)  The Corporation may advance money to an individual referred to in subsection 7.2(a) for the costs, charges and expenses of an action or proceeding referred to in that subsection, but the individual shall repay the money if the individual does not fulfil the conditions set out in subsection 7.2(c).

(c)  The Corporation shall not indemnify an individual under subsection 7.2(a) unless:
(i)  the individual acted honestly and in good faith with a view to the Corporation's best interests or other entity, as the case may be; and
(ii)  if the matter is a criminal or administrative proceeding that is enforceable by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.

 

7.3 Insurance


Directors and Officers Liability: The Hockey Canada Insurance policy covers the directors and officers of all member Minor Hockey Associations for their exposure to legal action rising from alleged wrongful acts, which they are believed to have committed while as a director or officer of the Corporation.