364. If members of the decision-making committee of a self-regulatory organization are sued by a third person for an act done in the exercise of their functions, the self-regulatory organization assumes their defence and pays any damages awarded as compensation for the injury resulting from that act, unless they committed a gross fault or a personal fault separable from their functions.
In penal or criminal proceedings, however, the organization pays the defence costs of the committee members only if they had reasonable grounds for believing that their conduct was lawful or if they have been discharged or acquitted.
If the organization sues a committee member for an act done in the exercise of his or her functions and loses its case, it pays the committee member’s defence costs if the court so decides.
If the organization wins its case only in part, the court may determine the amount of the defence costs the organization must pay.