8.15.110 General standards for directors.
(a) A director of either a for-profit or nonprofit corporation formed pursuant to this Code shall faithfully discharge his or her duties, including duties as member of a committee:
(1) In good faith;
(2) Exercising the care a reasonable person, under the same or similar circumstances, would exercise; and
(3) In a manner the director reasonably believes to be in the best interests of the corporation.
(b) In discharging his/her duties, a director may 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 corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, certified public accountants, or other persons as to matters the director reasonably believes are within the person’s professional expertise, so long as any professional so retained presents for corporate records a copy of any license evidencing fitness to practice their profession within the state of California;
(3) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee decision merits confidence and is in compliance with all applicable laws.
(c) A director is not acting in good faith if the director either knows, or should have known, that reliance on the third party otherwise permitted by subsection (b) of this section is unwarranted.
(d) 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. [Ord. 18 Part III § 11, adopted, 10/7/2008.]