The Vermont Statutes Online

Title 11A : Vermont Business Corporations

Chapter 008 : Directors and Officers

Subchapter 003 : Standard of Conduct

• § 8.30. General standards for directors

  (a) A director shall discharge his or her duties as a director, including the director’s 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.

  (3) In a manner the director reasonably believes to be in the best interests of the corporation. In determining what the director reasonably believes to be in the best interests of the corporation, a director of a corporation which has a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, may, in addition, consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the State, region and nation, community and societal considerations, including those of any community in which any offices or facilities of the corporation are located, and any other factors the director in his or her discretion reasonably considers appropriate in determining what he or she reasonably believes to be in the best interests of the corporation, and the long-term and short-term interests of the corporation and its stockholders, and including the possibility that these interests may be best served by the continued independence of the corporation; provided that nothing in this subdivision shall affect in any way the interests that may be considered by the director of a corporation which does not have a class of voting stock registered under section 12 of the Securities Exchange Act of 1934, as the same may be amended from time to time, in determining what such director reasonably believes to be in the best interests of the corporation.

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

  (c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance 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 the director performed the duties of his or her office in compliance with this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1997, No. 102 (Adj. Sess.), § 15a, eff. April 16, 1998.)