35-1-418. General standards for directors. (1) A director shall discharge the duties as a director, including the director's duties as a member of a committee:
(a) in good faith;
(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c) in a manner that the director reasonably believes to be in the best interests of the corporation.
(2) In discharging duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) attorneys, public accountants, or other persons with regard to matters that the director reasonably believes are within the person's professional or expert competence; or
(c) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) A director is not liable for any action taken as a director or for any failure to take any action if the director performed the duties of the director's office in compliance with this section.
History: En. Sec. 92, Ch. 368, L. 1991; amd. Sec. 1256, Ch. 56, L. 2009.