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Vermont Statutes Title 11 C. Mutual Benefit Enterprises, § 818. Standards of conduct and liability

Current as of January 01, 2024 | Updated by FindLaw Staff

(a) A director shall discharge his or her duties as a director, including the director's duties as a member of a committee:

(1) in good faith;

(2) with the care that an ordinarily prudent person in a like position would exercise under similar circumstances; and

(3) in a manner the director reasonably believes to be in the best interests of the enterprise.

(b) 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:

(1) one or more officers or employees of the enterprise whom the director reasonably believes to be reliable and competent in the matters presented;

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

(c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance permitted by subsection (b) of this section unwarranted.

(d) 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 his or her office in compliance with this section.

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Cite this article: FindLaw.com - Vermont Statutes Title 11 C. Mutual Benefit Enterprises, § 818. Standards of conduct and liability - last updated January 01, 2024 | https://codes.findlaw.com/vt/title-11-c-mutual-benefit-enterprises/vt-st-tit-11c-sect-818/

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