§ 14-2-830 - General standards for directors - Georgia Statutes

O.C.G.A. 14-2-830 (2010)
14-2-830. General standards for directors

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

(1) In a manner he believes in good faith to be in the best interests of the corporation; and

(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(b) In discharging his 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 corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(2) Legal counsel, public accountants, investment bankers, 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 he is not a member if the director reasonably believes the committee merits confidence.

(c) In the instances described in subsection (b) of this Code section, a director is not entitled to rely if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this Code section unwarranted.

(d) A director is not liable to the corporation or to its shareholders for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this Code section.