Standards of conduct and liability (a) A director shall discharge his or her duties as a director, including the director’s duties as a member of a committee: (1) in good faith;(2) with the care that an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the director reasonably believes to be in the best interests of the enterprise.(b) 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 enterprise 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 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 he or she has knowledge concerning the matter in question that makes reliance permitted the director reasonably believes the committee merits confidence. (c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance 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 the director performed the duties of his or her office in compliance with this section. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
Vermont Legal Code