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BOARD OF DIRECTORS
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Section 28(2) and 28(9) of the ACT
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(2) Every member of a board, in exercising the powers and performing the duties of the office of member of the board, shall
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(a) act honestly and in good faith with a view to the best interests of the corporation, and
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(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
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(9) All acts done in good faith by a board are, notwithstanding that it is afterwards discovered that there was some defect in the election or appointment or continuance in office of any member of the board, as valid as if the member had been properly elected or appointed or had properly continued in office.
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INSURANCE
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Section 47(1) and 47(7) of the ACT
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47(1) Subject to the regulations, a corporation
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47(7) In addition to placing and maintaining insurance under subsection (1), a corporation shall place and maintain insurance against the following:
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(a) any liability incurred by a member of the board or an officer of the corporation arising out of any action or omission of the member or officer with respect to carrying out the functions and duties of a member or officer except as a result of a failure to comply with section 28(2);
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(b) any liability incurred by the corporation arising out of any action or omission of a member of the board or an officer of the corporation with respect to carrying out the functions and duties of a member or officer;
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(c) any liability incurred by the corporation arising out of a breach of duty as the occupier of the common property;
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(d) any liability incurred by the corporation arising out of the ownership, use or operation of any machinery, equipment, pressure vessels and vehicles.