58. Indemnity

1. If any prosecution, action or suit at law be commenced against any Member, employee or agent of the Association for anything done in the proper or reasonable discharge of their duties on behalf of the Association, such party or persons shall be defended and indemnified by and at the cost of the Association from all damages, costs and expenses which may be incidental to or result from such prosecution, action or suit at law and the property and funds of the Association may be applied for such purposes as directed by the Board.
2. A Director or former Director may be indemnified out of the Association’s assets against any liability incurred by the Director to a person other than the Association or an associated company of the Association in connection with any negligence, default, breach of duty or breach of trust in relation to the Association or associated company (as the case may be).
3. Paragraphs (1) and (2) only apply if the indemnity does not cover –

• any liability of the Member, employee or agent of the Association and Director to pay –
  • a fine imposed in criminal proceedings; or
  • a sum payable by way of a penalty in respect of non-compliance with any requirement of a regulatory nature; or
• any liability incurred by the Member, employee or agent of the Association and Director –
  • in defending criminal proceedings in which the Director is convicted;
  • in defending civil proceedings brought by the Association, or an associated company of the Association, in which judgment is given against the Director;
  • in defending civil proceedings brought on behalf of the Association by a Member or of an associated company of the Association, in which judgment is given against the Director;
  • in defending civil proceedings brought on behalf of an associated company of the Association by a member of the associated company or by a member of an associated company of the associated company, in which judgment is given against the director; or
  • in connection with an application for relief under section 903 or 904 of the Ordinance in which the Court refuses to grant the Director relief.

4.   A reference to paragraph 3(b) to a conviction, judgment or refusal or relief is a reference to the final decision in the proceedings.

5.   For the purpose of paragraph (4), a conviction, judgment or refusal of relief –

• if not appealed against, becomes final at the end of the period for bringing an appeal; or
• if appealed against, becomes final when the appeal, or any further appeal, is disposed of.

6.   For the purposes of paragraph (5)(b), an appeal is disposed of if –

• it is determined, and the period for bringing any further appeal has ended; or
• it is abandoned or otherwise ceases to have effect.

59. Seal Affixation

The Seal shall not be affixed to any document except by the authority of a resolution of the Board. The Board may from time to time make regulations regarding the use and affixing of the Seal. Unless such regulations are made all documents requiring the Seal to be affixed thereto shall be signed by any two of the President, Secretary, Treasurer or Vice-President of the Board.

60. Patrons & Vice-Patrons

The Association may adopt a Patron and one or more Vice-Patrons. The Patron is likely to be a public figure, who is prepared to act as a figurehead on behalf of the Association. A Vice-Patron is likely to be well-connected individual, who is prepared to act as an ambassador on behalf of the Association. It is also likely, though not absolutely necessary, that a Patron or Vice-Patron shall donate a sum of money to the Association in order that it may further the pursuit of its objects. A Patron or Vice-Patron shall not take any part in the management of the Association.