1. A director shall discharge that director's duties as a director, including the director's duties as a member of a committee in conformity with all of the following:
a. In good faith.
b. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
c. In a manner the director reasonably believes to be in the best interests of the corporation.
2. In discharging the director's 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:
a. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented.
b. Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence.
c. A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
3. 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 2 unwarranted.
4. A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section, or if, and to the extent that, liability for any such action or failure to act has been limited by the articles of incorporation pursuant to section 490.832.
89 Acts, ch 288, §89
Referred to in § 490.825, 490.833
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