Marginal note:Court may set aside or require accounting
210. If a director or officer of an association fails to comply with any of sections 206 to 209, a court, on application of the association or any of its members or shareholders, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the association for any profit or gain realized on it.
- 1991, c. 48, s. 210;
- 2005, c. 54, s. 178.
Liability, Exculpation and Indemnification
Marginal note:Director liability
211. (1) Directors of an association who vote for or consent to a resolution of the directors authorizing the issue of a membership share or a share contrary to subsection 74(1) or the issue of subordinated indebtedness contrary to section 87 for a consideration other than money are jointly and severally, or solidarily, liable to the association to make good any amount by which the consideration received is less than the fair equivalent of the money that the association would have received if the membership share or share or subordinated indebtedness had been issued for money on the date of the resolution.
Marginal note:Further liability
(2) Directors of an association who vote for or consent to a resolution of the directors authorizing any of the following are jointly and severally, or solidarily, liable to restore to the association any amounts so distributed or paid and not otherwise recovered by the association and any amounts in relation to any loss suffered by the association:
(a) a redemption or purchase of membership shares or shares contrary to section 79;
(b) a reduction of capital contrary to section 82;
(c) a payment of a dividend contrary to section 86;
(d) a payment of an indemnity contrary to section 216; or
(e) any transaction contrary to Part XII.
- 1991, c. 48, s. 211;
- 2005, c. 54, s. 179(E).
212. (1) A director who has satisfied a judgment in relation to the director’s liability under section 211 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.
(2) A director who is liable under section 211 is entitled to apply to a court for an order compelling a member, shareholder or other person to pay or deliver to the director
(a) any money or property that was paid or distributed to the member, shareholder or other person contrary to section 79, 82, 86 or 216; or
(b) an amount equal to the value of the loss suffered by the association as a result of any transaction contrary to Part XII.
Marginal note:Court order
(3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so,
(a) order a member, shareholder or other person to pay or deliver to a director any money or property that was paid or distributed to the member, shareholder or other person contrary to section 79, 82, 86 or 216 or any amount referred to in paragraph (2)(b);
(b) order an association to return or issue membership shares or shares to a member or shareholder from whom the association has purchased, redeemed or otherwise acquired membership shares or shares; or
(c) make any further order it thinks fit.
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