The Vermont Statutes Online

Title 11B : Nonprofit 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; and

  (3) in a manner the 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, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.

  (c) A director is not acting in good faith if the director has knowledge or a substantial reason to believe concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.

  (d) A director is not liable for the performance of the duties of his or her office if the director acted in compliance with this section.

  (e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)