Miss. Code § 79-11-267

Current through the 2022 Regular Session
Section 79-11-267 - Director to act in best interests of corporation; director's reliance upon others for information; liability of directors
(1) A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith belief that he is acting in the best interests of the corporation.
(2) Unless he has knowledge or information concerning the matter in question that makes reliance unwarranted, 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 believes, in good faith, to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or
(c) A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence.
(3) 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.
(4) A person alleging a violation of this section has the burden of proving the violation.
(5) Notwithstanding any other provision of this section, a director of a corporation that is a charitable organization as defined in Section 79-11-501 shall not be liable to the corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(a) The amount of a financial benefit received by the director to which the director is not entitled;
(b) An intentional infliction of harm;
(c) A violation of Section 79-11-270; or
(d) An intentional violation of criminal law.

Miss. Code § 79-11-267

Laws, 1987, ch. 485, § 84; Laws, 2011, ch. 440, § 12, eff. 1/1/2012.