16-6a-822. General standards of
conduct for directors and officers.
(1) (a) A director shall discharge the director's duties as
a director, including the director's duties as a member of a committee of the
board, in accordance with Subsection (2).
(b) An officer with discretionary authority shall
discharge the officer's duties under that authority in accordance with
Subsection (2).
(2) A director or an officer described in Subsection (1)
shall discharge the director or officer's duties:
(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 or officer reasonably
believes to be in the best interests of the nonprofit corporation.
(3) In discharging duties, a director or officer 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 nonprofit
corporation whom the director or officer reasonably believes to be reliable and
competent in the matters presented;
(b) legal counsel, a public accountant, or another
person as to matters the director or officer reasonably believes are within the
person's professional or expert competence;
(c) religious authorities or ministers, priests,
rabbis, or other persons:
(i) whose
position or duties in the nonprofit corporation, or in a religious organization
with which the nonprofit corporation is affiliated, the director or officer
believes justify reliance and confidence; and
(ii) who
the director or officer believes to be reliable and competent in the matters
presented; or
(d) in the case of a director, a committee of the
board of directors of which the director is not a member if the director
reasonably believes the committee merits confidence.
(4) A director or officer is not acting in good faith if the
director or officer has knowledge concerning the matter in question that makes
reliance otherwise permitted by Subsection (3) unwarranted.
(5) A director, regardless of title, may not be considered
to be a trustee with respect to any property held or administered by the
nonprofit corporation including property that may be subject to restrictions
imposed by the donor or transferor of the property.
(6) A director or officer is not liable to the nonprofit
corporation, its members, or any conservator or receiver, or any assignee or
successor-in-interest of the nonprofit corporation or member, for any action
taken, or any 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 as set forth in this section; and
(b) the breach or failure to perform constitutes:
(i)
willful misconduct; or
(ii)
intentional infliction of harm on:
(A)
the nonprofit corporation; or
(B)
the members of the nonprofit corporation; or
(iii)
gross negligence.
Amended by Chapter 306, 2007 General Session