Board of Management by-law #2

(Includes any Canada Revenue Agency Act references. Unreferenced items are based on best practices of boards and the CRA's governance framework).

1. In accordance with section 46 of the Canada Revenue Agency Act, the Agency will indemnify a present or former director of the Agency and the director's heirs and legal representatives against all costs, charges and expenses, including the amount paid to settle an action or satisfy a judgment, that are reasonably incurred by the director in response of any civil, criminal or administrative action or proceeding to which the director is a party by reason of being or having been a director, if the director:

1. acted honestly and in good faith, with a view to the best interests of the Agency having regard to its mandate; and
2. in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that the director's conduct was lawful.

2. An amount that is payable in respect of indemnification under this section may be paid out of the Consolidated Revenue Fund.

Date modified:

2011-09-12