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Protection for corporate acts and directors: defects in appointment won't invalidate acts and good faith actions are protected. The amendments protect acts and proceedings of the Corporation, its Board and Committees from being invalidated solely due to vacancies or defects in their constitution, and validate acts by individuals as directors despite subsequent discovery of appointment defects unless the Corporation has notified otherwise. They also protect directors and employees from legal proceedings for acts done or intended in good faith under the Act or rules, while making non-whole time directors liable only for corporate acts done with their knowledge, through Board processes, and with their consent, connivance or lack of due diligence.
Cases where this provision is explicitly mentioned in the judgment/order text; may not be exhaustive. To view the complete list of cases mentioning this section, Click here.
Provisions expressly mentioned in the judgment/order text.
Protection for corporate acts and directors: defects in appointment won't invalidate acts and good faith actions are protected.
The amendments protect acts and proceedings of the Corporation, its Board and Committees from being invalidated solely due to vacancies or defects in their constitution, and validate acts by individuals as directors despite subsequent discovery of appointment defects unless the Corporation has notified otherwise. They also protect directors and employees from legal proceedings for acts done or intended in good faith under the Act or rules, while making non-whole time directors liable only for corporate acts done with their knowledge, through Board processes, and with their consent, connivance or lack of due diligence.
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