(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:

Ask a legal question, get an answer ASAP!
Click here to chat with a lawyer about your rights.

   (a) In good faith;

   (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

   (c) In a manner he or she reasonably believes to be in the best interests of the corporation.

   (2) In discharging his or her duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

   (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 persons’ professional or expert competence; or

   (c) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.

   (3) A director is not acting in good faith if he or she 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 he or she performed the duties of his or her office in compliance with this section.

s. 52, ch. 90-179; s. 90, ch. 97-102.