(1) An officer of an
incorporated association must exercise his or her powers and discharge his or
her duties with the degree of care and diligence that a reasonable person
would exercise if that person —
an officer of the association in the association’s circumstances; and
occupied the office held by, and had the same responsibilities within the
association as, the officer.
Penalty: a fine of $10 000.
(2) An officer of an
incorporated association who makes a business judgment is taken to meet the
requirements of subsection (1), and his or her equivalent duties at common law
and in equity, in respect of the judgment if the officer —
makes the judgment in good faith for a proper purpose; and
not have a material personal interest in the subject matter of the judgment;
informs himself or herself about the subject matter of the judgment to the
extent the officer reasonably believes to be appropriate; and
rationally believes that the judgment is in the best interests of the
(3) For the purposes
of subsection (2) —
business judgment means any decision to take or
not take action in respect of a matter relevant to the operations of the
officer’s belief that the judgment is in the best interests of the
incorporated association is a rational one unless the belief is one that no
reasonable person in the position of the officer would hold.