(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 and its shareholders.
(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) 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.
(e) An action against a director for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has accrued, or within two years after the time when the cause of action is discovered, or should reasonably have been discovered, whichever sooner occurs. This limitations period does not apply to breaches of duty which have been concealed fraudulently.
HISTORY: Derived from 1976 Code Section 33-13-150 [1962 Code Section 12-18.15; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 2]; 1988 Act No. 444, Section 2.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 8 - Directors And Officers
Section 33-8-101. Requirement for and duties of board of directors.
Section 33-8-102. Qualifications of directors.
Section 33-8-103. Number and election of directors.
Section 33-8-104. Election of directors by certain classes of shareholders.
Section 33-8-105. Terms of directors generally.
Section 33-8-106. Staggered terms for directors.
Section 33-8-107. Resignation of directors.
Section 33-8-108. Removal of directors by shareholders.
Section 33-8-109. Removal of directors by judicial proceeding.
Section 33-8-110. Vacancy on board.
Section 33-8-111. Compensation of directors.
Section 33-8-210. Action without meeting.
Section 33-8-220. Notice of meeting.
Section 33-8-230. Waiver of notice.
Section 33-8-240. Quorum and voting.
Section 33-8-300. General standards for directors.
Section 33-8-310. Director or Officer conflict of interest.
Section 33-8-320. Loans to directors.
Section 33-8-330. Liability for unlawful distributions.
Section 33-8-400. Required officers.
Section 33-8-410. Duties of officers.
Section 33-8-420. Standards of conduct for officers.
Section 33-8-430. Resignation and removal of officers.
Section 33-8-440. Contract rights of officers.
Section 33-8-500. Article definitions.
Section 33-8-510. Authority to indemnify.
Section 33-8-520. Mandatory indemnification.
Section 33-8-530. Advance for expenses.
Section 33-8-540. Court-ordered indemnification.
Section 33-8-550. Determination and authorization of indemnification.
Section 33-8-560. Indemnification of officers, employees, and agents.