Disclosure of the conflict of interest was made to the Members in a manner sufficient to indicate its nature and extent before the contract was approved by the Members. The contract was reasonable and fair to CSAM-SMCA when it was approved by the Members. A contract is not void for failure of a director or officer to disclose conflict. But CSMA-SMCA or a Member may apply for a court to either: Annul the contract. Require the director or officer to account to for any profit or gain realized on the contract. Or make any other order that the court thinks fit. Article XI Protection of Directors, Officers and Others 11.1 Standard of Care in Duties director/officer of CSAM-SMCA must perform duties of the Board honestly, to the interests of CSAM-SMCA behaving with reasonable care/skill. Every director/officer of CSAM-SMCA shall comply with the Act, the regulations, Articles, and By-Law. 11.2 Limitation of Liability If above satisfied, directors shall NOT be liable for: Faults of any other director, officer, employee. For joining in any receipt or act for conformity. For any loss, damage or expense happening to CSAM-SMCA through insecure investments, bankruptcy, insolvency caused by BOD Member who misused CSAM-SMCA or caused financial loss due to error of judgement oversight that happened performing their duties of office. 11.3 Indemnification (compensation) of CSAM-SMCA may compensate for loss anyone who acts/acted at Directors and Officers CSAM-SMCA’s request as a director, officer for all expenses including legal if: The person acted honestly in the best interests of
Disclosure of the conflict of interest was made to the Members in a manner sufficient to indicate its nature and extent before the contract was approved by the Members. The contract was reasonable and fair to CSAM-SMCA when it was approved by the Members. A contract is not void for failure of a director or officer to disclose conflict. But CSMA-SMCA or a Member may apply for a court to either: Annul the contract. Require the director or officer to account to for any profit or gain realized on the contract. Or make any other order that the court thinks fit. Article XI Protection of Directors, Officers and Others 11.1 Standard of Care in Duties director/officer of CSAM-SMCA must perform duties of the Board honestly, to the interests of CSAM-SMCA behaving with reasonable care/skill. Every director/officer of CSAM-SMCA shall comply with the Act, the regulations, Articles, and By-Law. 11.2 Limitation of Liability If above satisfied, directors shall NOT be liable for: Faults of any other director, officer, employee. For joining in any receipt or act for conformity. For any loss, damage or expense happening to CSAM-SMCA through insecure investments, bankruptcy, insolvency caused by BOD Member who misused CSAM-SMCA or caused financial loss due to error of judgement oversight that happened performing their duties of office. 11.3 Indemnification (compensation) of Directors and Officers CSAM-SMCA may compensate for loss anyone who acts/acted at CSAM-SMCA’s request as a director, officer for all expenses including legal if: The person acted honestly in the best interests of
CSAM-Bylaw-Summary-2016.docx