(a)General Limitation. No Corporate Person shall be liable for any loss or damage if, in taking or omitting to take any action causing such loss or damage, either (1) such Corporate Person acted (A) in good faith,
(B) with the care an ordinary prudent person in a like position would have exercised under similar circumstances, and
(C) in a manner such Corporate Person reasonably believed was in the best interests of the Corporation, or (2) such Corporate Person’s breach of or failure to act in accordance with the standards of conduct set forth in Clause (a)(1) above (the “Standards of Conduct”) did not constitute willful misconduct or recklessness.
(b) Reliance on Corporate Records and Other Information. Any Corporate Person shall be fully protected, and shall be deemed to have complied with the Standards of Conduct, in relying in good faith, with respect to any information contained therein, upon (1) the Corporation’s records, or (2) information, opinions, reports or statements (including financial statements and other financial data) prepared or presented by (A) one or more Corporate Persons whom such Corporate Person reasonably believes to be reliable and competent in the matters presented, (B) legal counsel, public accountants or other persons as to matters that such Corporate Person reasonably believes are within such person’s professional or expert competence,
(c) a Standing Committee or Appointed Committee of which such Corporate Person is not a member, if such Corporate Person reasonably believes, such Standing Committee or Appointed Committee merits confidence, or (D) the Board of Directors, if such Corporate Person is not a Director and reasonably believes that the Board of Directors merits confidence.
©2017 Fraternity Executives Association.