| 8.01 |
Duties. Every Councillor shall exercise the powers and discharge the duties of office honestly, in good faith and in the best interests of the Association, and shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. |
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| 8.02 |
Protection. For the protection of Officers, Councillors, Committee members, officials and Members of the Association, except as otherwise provided by law:
| 8.02.01 |
No Councillor, Committee member, Officer or employee of the Association is liable for any of the following acts or omissions:
| (a) |
the acts or omissions of any other Councillor, Officer or employee; |
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| (b) |
joining in any act for conformity; |
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| (c) |
any loss, damage or expense happening to the Association
| (i) |
through the insufficiency or deficiency of title to any property acquired on behalf of the Association; or |
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| (ii) |
for the insufficiency or deficiency of any security upon or in which any of the monies of the Association are placed out or invested; |
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| (d) |
any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any monies, securities or assets are lodged or deposited; |
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| (e) |
any loss, conversion, misapplication or misappropriation of any monies, securities or other assets belonging to the Association; |
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| (f) |
any damage resulting from any dealings with any monies, securities or other assets belonging to the Association; or |
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| (g) |
any other loss, damage or misfortune which may happen in the execution of or in relation to the duties of the office or trust, unless the act or omission happens by or through the wrongful and willful act, neglect or default of the Councillor, Committee member, Officer or employee of the Association. |
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| 8.02.02 |
No Councillor, Committee member, Officer or employee of the Association is liable for any contract, act or transaction entered into, done or made for the Association, whether or not completed, if it has been authorized or approved by the Council. |
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| 8.02.03 |
If any Councillor, Committee member, Officer or employee of the Association
| (a) |
is employed by or performs services for the Association other than in the individual's role in the Association; or |
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| (b) |
is a member of a firm or a shareholder, Director or Officer of a company employed by or performing services for the Association, the fact that the individual is a Councillor, Committee member, Officer, or Member of the Association shall not alter the individual's entitlement to proper remuneration for the services performed. |
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| 8.03 |
Indemnities to Councillors, Committee Members, Officers, and Others. Every Councillor, Committee member, Officer or employee of the Association, or other person who has undertaken or is about to undertake any liability on behalf of the Association or any company controlled by the Association, their heirs, executors, administrators and estates are indemnified out of the funds of the Association, from and against:
| (a) |
All costs, charges and expenses incurred in the execution of the duties of the office
| (i) |
in or about any proceedings commenced against the individual; |
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| (ii) |
in respect of any other liability; and |
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| (b) |
All other costs, charges and expenses incurred in relation to the affairs of the Association, unless the costs, charges or expenses happen by or through the individual's wrongful and willful act, neglect or default. |
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| 8.04 |
Limitation of Liability. No Councillor or Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Councillor, Officer, employee or agent, or for the joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Council for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of such Councillor or Officer, or for any loss, damage or misfortune, whatever, which shall happen in the execution of the duties of office or in relation thereto, unless the same are occasioned by the willful neglect or default of such Councillor or Officer. |
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| 8.05 |
Extended Meaning of Councillor and Officer. For the purposes of this Article 8 "Councillor" and "Officer" include a former Councillor or Officer of the Association and their heirs, executors, administrators and legal personal representatives. |
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