110 (1) In this section, “entity” means a corporation, a trust, a partnership, a fund or an unincorporated organization.  2004, c. 31, Sched. 8, s. 17. Conditions for indemnification (2) A co-operative may indemnify a director or officer of the co-operative, a former director or officer of the co-operative or a person who acts or acted at the co-operative’s request as a director or officer or a person 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 judgment reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the co-operative or of being or having been a director or officer, or acting or having acted in a similar capacity, of another entity, if, (a)  he or she acted honestly and in good faith with a view to the best interests of the co-operative or, as the case may be, to the best interests of the entity for which he or she acted as a director or officer or in a similar capacity at the co-operative’s request; and (b)  in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.  2004, c. 31, Sched. 8, s. 17. Indemnification re: court action (3) A co-operative may, with the approval of the court, indemnify a person referred to in subsection (2) in respect of an action by or on behalf of the co-operative or other entity to procure a judgment in its favour, to which the person is made a party because of that person’s association with the co-operative or other entity as described in subsection (2), against all costs, charges and expenses reasonably incurred by the person in connection with such action if he or she fulfils the conditions set out in clauses (2) (a) and (b).  2004, c. 31, Sched. 8, s. 17. Indemnification re: civil or criminal action (4) Despite anything in this section, a person referred to in subsection (2) is entitled to indemnity from the co-operative in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceeding to which he or she is made a party because of that person’s association with the co-operative or other entity as described in subsection (2), if the person seeking indemnity, (a)  was substantially successful on the merits in his or her defence of the action or proceeding; and (b)  fulfils the conditions set out in clauses (2) (a) and (b).  2004, c. 31, Sched. 8, s. 17. Insurance (5) A co-operative may purchase and maintain insurance for the benefit of any person referred to in subsection (2) against any liability incurred by the person, (a)  in his or her capacity as a director or officer of the co-operative, except where the liability relates to the person’s failure to act honestly and in good faith with a view to the best interests of the co-operative; or (b)  in his or her capacity as a director or officer, or similar capacity, of another entity where the person acts or acted in that capacity at the co-operative’s request, except where the liability relates to the person’s failure to act honestly and in good faith with a view to the best interests of the other entity.  2004, c. 31, Sched. 8, s. 17. Application for court approval (6) A co-operative or a person referred to in subsection (2) may apply to the court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit.  2004, c. 31, Sched. 8, s. 17. Same (7) Upon an application under subsection (6), the court may order notice to be given to any interested person and such person is entitled to appear and be heard in person or by counsel.  2004, c. 31, Sched. 8, s. 17. Liability of directors for unlawful payment of indemnity (8) Directors of a co-operative who vote for or consent to a resolution authorizing a payment of indemnity contrary to this section are jointly and severally liable to restore to the co-operative any amounts so distributed or paid and not otherwise recovered by the co-operative.  2004, c. 31, Sched. 8, s. 17. Section Amendments with date in force (d/m/y) 2004, c. 31, Sched. 8, s. 17 - 16/12/2004 Insiders