Article 12 – Indemnifcation

12.1

Every Director and Officer of FMRAC in exercising the powers and discharging the duties of a Director or Officer shall act honestly and in good faith with a view to the best interest of FMRAC and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or Officer shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to FMRAC through the insufficiency or deficiency of title to any property acquired for or on behalf of FMRAC, or for the insufficiency or deficiency of any security in or upon which any of the monies of FMRAC shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of FMRAC shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of the Director or Officer, or for any other loss, damage or misfortune which shall happen in the execution of the duties of such office or in relation thereto; provided that nothing herein shall relieve any Director or any Officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

12.2

Every Director, Officer, member of a committee, employee or agent of FMRAC and his or her heirs, executors and administrators, and estate and effects, shall from time to time and at all times be indemnified and saved harmless out of the funds of FMRAC from and against:

12.2.1	All costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceedings that is brought, commenced, or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office; and
12.2.2	All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

12.3

If any employee of FMRAC is named in a civil suit and the subject matter relates to the person’s employment by FMRAC, FMRAC will pay for the employee’s legal representation in the proceedings and any appeal, and will pay any sum of money the employee or the employee’s estate becomes liable to pay in connection with the matter but, if the court finds that the employee has been deliberately dishonest or has committed a criminal offence, FMRAC will not be liable for such payment.

12.4

Any indemnification under Article 13.2 of the present article, unless ordered by a court, shall be made by FMRAC only as authorized in the specific case upon a determination that indemnification of the Director, Officer, member of a committee, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this article. The determination shall be made by the Board by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, and if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or by the members.