State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-756

      Sec. 33-756. 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) For purposes of sections 33-817, 33-830, 33-831, 33-841 and 33-844, a director of a corporation which has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as the same has been or hereafter may be amended from time to time, in addition to complying with the provisions of subsections (a) to (c), inclusive, of this section, shall consider, in determining what he reasonably believes to be in the best interests of the corporation, (1) the long-term as well as the short-term interests of the corporation, (2) the interests of the shareholders, long-term as well as short-term, including the possibility that those interests may be best served by the continued independence of the corporation, (3) the interests of the corporation's employees, customers, creditors and suppliers, and (4) community and societal considerations including those of any community in which any office or other facility of the corporation is located. A director may also in his discretion consider any other factors he reasonably considers appropriate in determining what he reasonably believes to be in the best interests of the corporation.

      (e) 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. 94-186, S. 100, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-46:

      Nature of office and powers. 75 C. 762.

      Directors may not surrender or delegate their discretionary powers. 2 CS 94. Cited. 6 CS 76.

      Annotations to former section 33-313:

      Cited. 153 C. 527. Secretary ordinarily lacks inherent power to act for corporation. Apparent authority discussed. 164 C. 389. Cited. 229 C. 771. Cited. 238 C. 183.

      Subsec. (d):

      Cited. 180 C. 199. Cited. 189 C. 648.