Utah Code 3-1-13.3. General standards of conduct for directors and officers
Current as of: 2024 | Check for updates
|
Other versions
(1) A director shall perform his duties as a director, and as a member of a committee, and each officer with discretionary authority shall perform his duties under that authority:
Terms Used In Utah Code 3-1-13.3
- Person: means :(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5(1)(a) in good faith;(1)(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and(1)(c) in a manner the director or officer reasonably believes to be in the best interests of the association.
(2) In performing his duties, a director or officer may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(2)(a) one or more officers or employees of the association whom the director or officer reasonably believes to be reliable and competent in the matters presented;
(2)(b) legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence; or
(2)(c) in the case of a director, a committee of the board of directors of which he is not a member, if the director reasonably believes the committee merits confidence.
(3) A director or officer is not acting in good faith if he has knowledge that makes reliance otherwise permitted by Subsection (2) unwarranted.
(4) A director or officer is not liable to the association, its members, or any conservator or receiver, or any assignee or successor-in-interest thereof, for any action taken, or any failure to take any action, as an officer or director unless:
(4)(a) the director or officer has breached or failed to perform the duties of the office in compliance with this section; and
(4)(b) the breach or failure to perform constitutes gross negligence, willful misconduct, or intentional infliction of harm on the association or the members.