STATE STATUTES & CODES
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UTAH STATUTES AND CODES
16-10a-840 - General standards of conduct for directors and officers.
16-10a-840. General standards of conduct for directors and officers.
(1) Each director shall discharge his duties as a director, including duties as a member ofa committee, and each officer with discretionary authority shall discharge his duties under thatauthority:
(a) in good faith;
(b) with the care an ordinarily prudent person in a like position would exercise undersimilar circumstances; and
(c) in a manner the director or officer reasonably believes to be in the best interests of thecorporation.
(2) In discharging his duties, a director or officer is entitled to rely on information,opinions, reports, or statements, including financial statements and other financial data, ifprepared or presented by:
(a) one or more officers or employees of the corporation whom the director or officerreasonably believes to be reliable and competent in the matters presented;
(b) legal counsel, public accountants, or other persons as to matters the director or officerreasonably believes are within the person's professional or expert competence; or
(c) in the case of a director, a committee of the board of directors of which he is not amember, if the director reasonably believes the committee merits confidence.
(3) A director or officer is not acting in good faith if he has knowledge concerning thematter in question that makes reliance otherwise permitted by Subsection (2) unwarranted.
(4) A director or officer is not liable to the corporation, its shareholders, or anyconservator or receiver, or any assignee or successor-in-interest thereof, for any action taken, orany failure to take any action, as an officer or director, as the case may be, unless:
(a) the director or officer has breached or failed to perform the duties of the office incompliance with this section; and
(b) the breach or failure to perform constitutes gross negligence, willful misconduct, orintentional infliction of harm on the corporation or the shareholders.
(1) Each director shall discharge his duties as a director, including duties as a member ofa committee, and each officer with discretionary authority shall discharge his duties under thatauthority:
(a) in good faith;
(b) with the care an ordinarily prudent person in a like position would exercise undersimilar circumstances; and
(c) in a manner the director or officer reasonably believes to be in the best interests of thecorporation.
(2) In discharging his duties, a director or officer is entitled to rely on information,opinions, reports, or statements, including financial statements and other financial data, ifprepared or presented by:
(a) one or more officers or employees of the corporation whom the director or officerreasonably believes to be reliable and competent in the matters presented;
(b) legal counsel, public accountants, or other persons as to matters the director or officerreasonably believes are within the person's professional or expert competence; or
(c) in the case of a director, a committee of the board of directors of which he is not amember, if the director reasonably believes the committee merits confidence.
(3) A director or officer is not acting in good faith if he has knowledge concerning thematter in question that makes reliance otherwise permitted by Subsection (2) unwarranted.
(4) A director or officer is not liable to the corporation, its shareholders, or anyconservator or receiver, or any assignee or successor-in-interest thereof, for any action taken, orany failure to take any action, as an officer or director, as the case may be, unless:
(a) the director or officer has breached or failed to perform the duties of the office incompliance with this section; and
(b) the breach or failure to perform constitutes gross negligence, willful misconduct, orintentional infliction of harm on the corporation or the shareholders.
Amended by Chapter 266, 1993 General Session
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