Sec. 33-1104. General standards for directors.
Sec. 33-1104. General standards for directors. (a) A director shall discharge his
duties as a director, including his 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 reasonably believes to be in the best
interests of the corporation.
(b) In discharging his 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 is not a member if the director reasonably believes
the committee merits confidence.
(c) A director is not acting in good faith if he has knowledge concerning the matter
in question that makes reliance otherwise permitted by subsection (b) of this section
unwarranted.
(d) A director is not liable for any action taken as a director, or any failure to take
any action, if he performed the duties of his office in compliance with this section.
(P.A. 96-256, S. 76, 209.)
History: P.A. 96-256 effective January 1, 1997.
Annotations to former section 33-447:
Secretary ordinarily lacks inherent power to act for corporation. Apparent authority discussed. 164 C. 389.
Subsec. (a):
Cited. 235 C. 572.
Subsec. (d):
Cited. 235 C. 572.