717 - Duty of directors and officers.

§ 717. Duty of directors and officers.    (a)  Directors  and  officers  shall  discharge  the  duties  of their  respective positions in good faith  and  with  the  care  an  ordinarily  prudent   person  in  a  like  position  would  exercise  under  similar  circumstances. The factors set forth in subparagraph  one  of  paragraph  (e)  of  section  552  (Standard of conduct in managing and investing an  institutional fund), if relevant, must  be  considered  by  a  governing  board  delegating  investment management of institutional funds pursuant  to section 514 (Delegation of investment  management)  For  purposes  of  this  paragraph,  the  term institutional fund is defined in section 551  (Definitions).    (b) In discharging their duties, directors and officers,  when  acting  in  good faith, may rely on information, opinions, reports or statements  including financial statements and other financial data,  in  each  case  prepared  or  presented by: (1) one or more officers or employees of the  corporation, whom the director believes to be reliable and competent  in  the  matters presented, (2) counsel, public accountants or other persons  as to matters which the directors or officers believe to be within  such  person's  professional  or  expert  competence or (3) a committee of the  board upon which they do not serve, duly designated in accordance with a  provision of the certificate of  incorporation  or  the  bylaws,  as  to  matters  within  its designated authority, which committee the directors  or officers believe to merit confidence, so long as in so  relying  they  shall  be acting in good faith and with that degree of care specified in  paragraph (a) of this section.  Persons shall not be  considered  to  be  acting  in  good  faith  if they have knowledge concerning the matter in  question that would cause such reliance to be unwarranted.  Persons  who  so  perform  their  duties shall have no liability by reason of being or  having been directors or officers of the corporation.