15-2-141. GENERAL STANDARDS FOR DIRECTORS.

1. A director shall discharge his or her duties as a director, including duties as a member of a committee:
   1. In good faith;
   2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
   3. In a manner he or she reasonably believes to be in the best interest of the corporation.
2. In discharging his or her 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:
   1. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
   2. Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
   3. A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
3. A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
4. A director is not liable for any action as a director, or any failure to take any action, if he or she performed the duties of office in compliance with this section.