10-830

10-830. General standards for directors;
presumption

A. A director's duties, including duties as a member of a committee, shall be
discharged:

1. In good faith.

2. With the care an ordinarily prudent person in a like position would exercise
under similar circumstances.

3. In a manner the director reasonably believes to be in the best interests of the
corporation.

B. In discharging 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 any of the following:

1. One or more officers or employees of the corporation whom the director
reasonably believes are 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.

3. A committee of the board of directors of which the director is not a member if
the director reasonably believes the committee merits confidence.

C. A director is not acting in good faith if the director has knowledge concerning
the matter in question that makes reliance otherwise permitted by subsection B
unwarranted.

D. A director is not liable for any action taken as a director or any failure to
take any action if the director's duties were performed in compliance with this
section. In any proceeding commenced under this section or any other provision of this
chapter, a director has all of the defenses and presumptions ordinarily available to a
director. A director is presumed in all cases to have acted, failed to act or otherwise
discharged such director's duties in accordance with subsection A. The burden is on the
party challenging a director's action, failure to act or other discharge of duties to
establish by clear and convincing evidence facts rebutting the presumption.