8.15.150 Standards of conduct for officers.
(a) An officer with discretionary authority shall discharge his or her duties under that authority:
(1) In good faith;
(2) With the same care a reasonable person under the same, or similar, circumstances would exercise; and
(3) In a manner the officer reasonably believes to be in the best interests of the corporation.
(b) An officer 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 directors, officers, agents or employees of the corporation the officer reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, certified public accountants, or other persons as to matters the officer 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.
(c) An officer is not acting in good faith if the officer either knows, or should have known, that reliance on the third party otherwise permitted by subsection (b) of this section was unwarranted.
(d) An officer is not liable for any act or omission if the officer performed the duties of office in compliance with this section. [Ord. 18 Part III § 15, adopted, 10/7/2008.]