§ 7-6-22 - Board of directors.
SECTION 7-6-22
§ 7-6-22 Board of directors. – (a) The affairs of a corporation are managed by a board of directors. Directorsneed not be residents of this state or members of the corporation unless thearticles of incorporation or the bylaws requires it. The articles ofincorporation or the bylaws may prescribe other qualifications for directors.
(b) A director shall discharge his or her duties as adirector, including his or her duties as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a similarposition would exercise under similar circumstances; and
(3) In a manner he or she reasonably believes to be in thebest interests of the corporation.
(c) In discharging his or her duties, a director is entitledto rely on information, opinions, reports, or statements, including financialstatements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whomthe director reasonably believes to be reliable and competent in the matterspresented;
(2) Legal counsel, public accountants, or other persons as tomatters the director reasonably believes are within the person's professionalor expert competence; or
(3) A committee of the board of directors of which he or sheis not a member if the director reasonably believes the committee meritsconfidence.
(d) A director is not acting in good faith if he or she hasknowledge concerning the matter in question that makes reliance otherwisepermitted by subsection (c) unwarranted.
(e) A director is not liable for any action taken as adirector, or any failure to take any action, if he or she performed the dutiesof his or her office in compliance with this section.