Sec. 5. (a) A director is not liable for any action taken as a director, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of the director's office under sections 1 through 4 of this chapter; and
(2) the breach or failure to perform constitutes willful misconduct or recklessness.
(b) The exemption from liability provided by this section does not apply to any proceeding brought by the department against a director.
As added by P.L.14-1992, SEC.163.
Structure Indiana Code
Title 28. Financial Institutions
Article 13. Corporate Governance
Chapter 11. Standards of Conduct for Directors
28-13-11-1. Discharge of Duties; Good Faith; Ordinary Prudence; Best Interests of Corporation
28-13-11-2. Right to Rely on Data and Other Information; Financial Statements and Data
28-13-11-3. Bad Faith; Knowledge Making Reliance on Information Unwarranted
28-13-11-4. Best Interests of Corporation; Factors Considered
28-13-11-5. Exemption From Personal Liability; Inapplicability in Departmental Proceedings
28-13-11-6. Legislative Intent; Business Judgment and Discretion of Directors; Corporate Takeovers
28-13-11-8. Disinterested Persons; Director or Shareholder of Corporation
28-13-11-10. Unlawful Distribution; Liability of Director; Right to Contribution