Montana Code 35-2-416. General standards for directors
35-2-416. General standards for directors. (1) A director shall discharge the duties as a director, including the director’s duties as a member of a committee:
Terms Used In Montana Code 35-2-416
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means a public benefit corporation, mutual benefit corporation, or religious corporation. See Montana Code 35-2-114
- Directors: means individuals:
(a)designated in the articles or bylaws or elected by the incorporators and their successors; and
(b)elected or appointed by any other name or title to act as members of the board. See Montana Code 35-2-114
- Donor: The person who makes a gift.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Member: means , without regard to what a person is called in the articles or bylaws, a person or persons who, on more than one occasion and pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See Montana Code 35-2-114
- Person: includes any individual or entity. See Montana Code 35-2-114
- Property: means real and personal property. See Montana Code 1-1-205
- Trustee: A person or institution holding and administering property in trust.
(a)in good faith;
(b)with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c)in a manner the director reasonably believes to be in the best interests of the corporation.
(2)In discharging the 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:
(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)attorneys, public accountants, or other persons with regard to matters that the director reasonably believes are within the person’s professional or expert competence;
(c)a committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or
(d)in the case of religious corporations, religious authorities, ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(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 to the corporation, any member, or any other person for any action taken or not taken as a director if the director acted in compliance with this section.
(5)A director may not be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including but not limited to property that may be subject to restrictions imposed by the donor or transferor of the property.
(6)This chapter does not modify any limitation of liability of directors provided by Title 27.