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.
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