2009 Connecticut Code
Title 33 Corporations
Chapter 602 Nonstock Corporations
Sec. 33-1104. General standards for directors.

      Sec. 33-1104. General standards for directors. (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner he reasonably believes to be in the best interests of the corporation.

      (b) In discharging his 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 corporation 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 he is not a member if the director reasonably believes the committee merits confidence.

      (c) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise 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 he performed the duties of his office in compliance with this section.

      (P.A. 96-256, S. 76, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Annotations to former section 33-447:

      Secretary ordinarily lacks inherent power to act for corporation. Apparent authority discussed. 164 C. 389.

      Subsec. (a):

      Cited. 235 C. 572.

      Subsec. (d):

      Cited. 235 C. 572.