1) Each member of a corporation shall stand in a fiduciary relationship to the corporation.
2) Without prejudice to the generality of the expression "fiduciary relationship", the provisions of subsection (1) imply that a member--
a) shall in relation to the corporation act honestly and in good faith, and in particular-
i) shall exercise such powers as he may have to manage or represent the corporation in the interest and for the benefit of the corporation; and
ii) shall not act without or exceed the powers aforesaid; and
b) shall avoid any material conflict between his own interests and those of the corporation, and in particular-
i) shall not derive any personal economic benefit to which he is not entitled by reason of his membership of or service to the corporation, from the corporation or from any other person in circumstances where that benefit is obtained in conflict with the interests of the corporation;
ii) shall notify every other member, at the earliest opportunity practicable in the circumstances, of the nature and extent of any direct or indirect material interest which he may have in any contract of the corporation; and
iii) shall not compete in any way with the corporation in its business activities.
a) A member of a corporation whose act or omission has breached any duty arising from his fiduciary relationship shall be liable to the corporation for-
i) any loss suffered as a result thereof by the corporation; or
ii) any economic benefit derived by the member by reason thereof.
b) Where a member fails to comply with the provisions of subparagraph (ii) of paragraph (b) of subsection (2) and it becomes known to the corporation that the member has an interest referred to in that subparagraph in any contract of the corporation, the contract in question shall, at the option of the corporation, be voidable: Provided that where the corporation chooses not to be bound a Court may on application by any interested person, if the Court is of the opinion that in the circumstances it is fair to order that such contract shall nevertheless be binding on the parties, give an order to that effect, and may make any further order in respect thereof which it may deem fit.
4) Except as regards his duty referred to in subsection (2)(a)(i), any particular conduct of a member shall not constitute a breach of a duty arising from his fiduciary relationship to the corporation, if such conduct was preceded or followed by the written approval of all the members where such members were or are cognisant of all the material facts.