106Duties of directors and officers

#### 106 Duties of directors and officers 106 Duties of directors and officers > > (1) An officer of a society must at all times act honestly in the exercise of the powers and the discharge of the functions of his or her office. > > > (2) If an officer contravenes subsection (1), the officer commits an offence for which the maximum penalty is— > > > > > (a) if because of the contravention— > > > > > > > (i) the society is, or its members are, deceived or defrauded, or > > > > > > > (ii) a creditor of the society, or a creditor of any other person, is deceived or defrauded, > > > > > > 200 penalty units or imprisonment for 5 years, or both, or > > > > > (b) if the contravention was committed— > > > > > > > (i) with the intention of deceiving or defrauding the society or its members, a creditor of the society or a creditor of any other person, or > > > > > > > (ii) for any other fraudulent purpose, > > > > > > but paragraph (a) does not apply—200 penalty units or imprisonment for 5 years, or both, or > > > > > (c) in any other case—50 penalty units. > > > (3) An officer of a society must at all times exercise a reasonable degree of care and diligence in the exercise of the powers and the discharge of the functions of his or her office and in the protection of the interests of members. This subsection does not apply to an employee unless the employee is a director, secretary or executive officer of the society. > > > > Maximum penalty—10 penalty units. > > > (4) An officer of a society, or a former officer of a society, must not make improper use of information acquired by virtue of his or her position as such an officer to gain, directly or indirectly, an advantage for himself or herself or for any other person, or to cause detriment to the society. > > > > Maximum penalty—200 penalty units or imprisonment for 5 years, or both. > > > (5) An officer of a society must not make improper use of his or her position as such an officer, to gain, directly or indirectly, an advantage for himself or herself or for any other person, or to cause detriment to the society. > > > > Maximum penalty—200 penalty units or imprisonment for 5 years, or both. > > > (6) If— > > > > > (a) a person is convicted of an offence against this section, and > > > > > (b) the court by which the person is convicted is satisfied that the society has suffered loss or damage as a result of the act or omission that constituted the offence, > > > > the court may, in addition to imposing a penalty, order the convicted person to pay compensation to the society of an amount specified by the court. > > > (7) The order may be enforced as if it were a judgment of that court. > > > (8) If a person contravenes this section, the society may, whether or not the person has been convicted of an offence against this section in relation to that contravention, recover from the person as a debt due to the society by action in a court having jurisdiction for the recovery of debts up to the amount concerned— > > > > > (a) if that person or any other person has made a profit as a result of the contravention—an amount equal to that profit, and > > > > > (b) if the society has suffered loss or damage as a result of the contravention—an amount equal to that loss or damage. > > > (9) This section is in addition to and does not derogate from any other rule of law relating to the duties of directors, officers and employees of a society.