23.1 Indemnification

Subject to the provisions of the Act and to Rule 23.2, the Directors must cause the Co-op to indemnify a person who is or was a Director or officer of the Co-op, as well as the person’s heirs and personal representatives, against all costs, charges, and expenses whatsoever, including legal fees and any amount paid to settle any action or proceeding or to satisfy any judgment in respect of any threatened, pending or completed civil, criminal or administrative action or proceeding to which the person is or is threatened to be made party by reason of the person being or having been a Director or officer of the Co-op.

23.2 Limitations on the indemnity

The Director or officer must not be entitled to be indemnified under Rule 23.1 if, in relation to the subject matter of the proceeding referred to in that Rule, that person did not act honestly and in good faith with a view to the best interests of the Co-op or in the case of a proceeding that is not a civil proceeding, that person did not have reasonable grounds for believing that his or her conduct in respect of which the proceeding was brought was lawful.

23.3 Insurance

The Directors may cause the Co-op to purchase and maintain insurance for the benefit of a Director or officer of the Co-op or the heirs or other legal representative of the Director or officer against any liability that may be incurred by reason of the Director or officer being or having been a Director or officer of the Co-op.