06.13.130 General Standards for Directors.
(1) A director shall discharge his or her duties as a director, including duties as a 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 he or she reasonably believes to be in the best interests of the non-profit corporation.
(2) In discharging his or her 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:
(A) One or more officers or employees of the non-profit 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 he or she is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.
(3) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by section (2) unwarranted.
(4) A director shall not be deemed to be a trustee with respect to the non-profit corporation or with respect to any property held or administered by the non-profit corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property, and notwithstanding that the non-profit corporation may be a trustee with respect to the property.
(5) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of office in compliance with this section.