174.10. The professional corporation shall assume the defence of its directors who are prosecuted by a third person for an act done in the performance of their duties and shall pay damages, if any, resulting from that act, unless they have committed a grievous offence or a personal offence separable from their duties.
Notwithstanding the foregoing, in a penal or criminal proceeding the professional corporation shall assume only the payment of the expenses of its directors if they had reasonable grounds to believe that their conduct was in conformity with the law or if they have been freed or acquitted.
The professional corporation shall assume the expenses of its directors if, having prosecuted them for an act done in the performance of their duties, it loses its case and the court so decides.
If the professional corporation wins its case only in part, the court may determine the amount of the expenses it shall assume.