Arizona § 10-830 General standards of conduct for directors

Arizona Statutes

§ 10-830 — General standards of conduct for directors

Arizona § 10-830

Title 10Arizona Revised Statutes

Ch. 8DIRECTORS AND OFFICERS

Art. 3Standards of Conduct

This text of Arizona § 10-830 (General standards of conduct for directors) is published on Counsel Stack Legal Research, covering Arizona primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ariz. Rev. Stat. Ann. § 10-830 (2026).

Text

A.A director's duties, including duties as a member of a committee, shall be discharged:

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.

B.In discharging 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 any of the following:

1.One or more officers or employees of the corporation whom the director reasonably believes are 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 perso

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A. A director's duties, including duties as a member of a committee, shall be discharged:

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.

B. In discharging 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 any of the following:

1. One or more officers or employees of the corporation whom the director reasonably believes are 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.

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 the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B of this section unwarranted.

D. Unless otherwise provided in the articles of incorporation or bylaws or a resolution of the board of directors of the corporation, in determining what is in the best interests of the corporation, a director:

1. Must consider the effect of a proposed action or inaction on the shareholders and whether a proposed action or inaction may further the purposes of the corporation.

2. May consider the effects of any action or inaction on the long-term and short-term interests of the corporation, its shareholders, employees, customers, community and environment and any other group and other pertinent factors that the director deems appropriate.

E. The best interests of the corporation do not require that any particular interests be given priority over other interests unless the articles of incorporation, the bylaws, a resolution of the board of directors or a resolution approved by the number of shareholders required to amend the articles of incorporation states an intention to give priority to particular interests.