From EcoReality

Contents 1 Part 16 -- Directors 1.1 Duties of directors 1.2 Number of directors 1.3 Director's indemnification

Part 16 -- Directors

Duties of directors

(Rule 82) The directors must manage EcoReality Sustainable Land Use and Education Cooperative in accordance with the responsibilities, duties and powers set out in The Cooperative Association Act, the regulation, the coop memorandum and these coop rules.

(Rule 83) The directors in the execution of their duties shall at all times act in good faith and in the best interests of EcoReality Sustainable Land Use and Education Cooperative.

(Rule 84) Directors shall receive no compensation for performing their duties, but may be compensated for reasonable, budgeted, and documented out-of-pocket expenses they incur in the performance of their duties.

Number of directors

(Rule 85)

1. Each member of EcoReality Sustainable Land Use and Education Cooperative is also a director of EcoReality Sustainable Land Use and Education Cooperative.
2. Upon special resolution, one or more non-members may be named as a director of EcoReality Sustainable Land Use and Education Cooperative, but the number of directors who are also members must be no less than 90% of the total number of directors.

Director's indemnification

(Rule 86) Subject to The Cooperative Association Act, no director shall be liable to EcoReality Sustainable Land Use and Education Cooperative or any of its members for monetary damages for breach of fiduciary duty as a director, except for liability arising from

1. any breach of the director's duty of loyalty to EcoReality Sustainable Land Use and Education Cooperative,
2. acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or
3. any transaction for which the director derived an improper personal benefit.

(Rule 87) Subject to The Cooperative Association Act, EcoReality Sustainable Land Use and Education Cooperative may indemnify a director or former director, their heirs and personal representatives against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, incurred by them and to which they were made a party by reason of being or having been a director.