§717. General standards for directors
1. Discharge duties. A director shall discharge the director's duties:
A. In good faith; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. In a manner the director reasonably believes to be in the best interests of the corporation. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2. Rely on information. In discharging the director's 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:
A. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. Legal counsel or a public accountant or other person as to matters the director reasonably believes are within the person's professional or expert competence; or [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. A committee of the board of directors of which the director is not a member, as to the matters within its jurisdiction, if the director reasonably believes the committee merits confidence. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
A director is not acting in good faith if the director relies on information, opinions, reports or statements that the director knows or has reason to believe are unwarranted.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
3. Performance; compliance. A director is not liable for the performance of the duties of the director's office if the director acted in compliance with this section and, if a conflict-of-interest transaction is involved, the transaction was fair to the corporation or was approved pursuant to section 718.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
4. Trustee. A director is not considered a trustee with respect to the director's corporation or with respect to any property held or administered by that corporation, including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of the property.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
Structure Maine Revised Statutes
TITLE 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 7: DIRECTORS AND OFFICERS
13-B §701-A. Board of directors of a nonprofit housing corporation
13-B §702. Number and election of directors
13-B §704. Removal of directors
13-B §704-A. Removal of directors by judicial proceeding
13-B §705. Place and notice of directors' meetings
13-B §706. Quorum and vote of directors
13-B §707. Unanimous action by directors without a meeting
13-B §708. Informal or irregular action by directors
13-B §711. Removal of officers
13-B §712. Loans to directors and officers prohibited
13-B §713. Transactions between a corporation and its directors and officers (REPEALED)
13-B §713-A. Public benefit corporation; board
13-B §714. Indemnification of officers, directors, employees and agents; insurance
13-B §716. Duties of directors and officers (REPEALED)
13-B §717. General standards for directors
13-B §718. Director or officer conflict of interest
13-B §719. Duties and authority of officers
13-B §720. General standards for officers
13-B §721. Misapplication of funds or assets of public benefit corporation