23B.08.300 - General standards for directors. - Washington Statutes

General standards for directors.

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

     (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 the director reasonably believes to be in the best interests of the corporation.

     (2) In discharging the duties of a director, 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) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or

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

     (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) of this section unwarranted.

     (4) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section.

[1989 c 165 § 97.]