Qualified to be a Director? Considerations in Becoming and Remaining a Director

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•Prohibited Indemnification

–Corporation cannot indemnify if the director or officer failed to act honestly and in good faith

–Corporation cannot indemnify in criminal or administrative proceedings or actions enforced by a monetary penalty, if the director or officer had no reasonable grounds for believing that their conduct was lawful

–If no court approval, indemnification is prohibited in an action by or on behalf of the corporation to obtain judgment in its favour, where a director or officer may be made a party due to their association with the corporation

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