§ 7-108-401 — Standards of conduct for directors and officers

Colorado § 7-108-401

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Directors and Officers

Text

(1) Each
director shall discharge the director's duties as a director, including the director's
duties as a member of a committee, and each officer with discretionary authority
shall discharge the officer's duties under that authority:

(a) In good faith;

(b) With care; and

(c) In a manner the director or officer reasonably believes to be in the best
interests of the corporation.

(2) In discharging duties under this section, a director or officer 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
or officer reasonably believes to be reliable and competent with respect to the
information, opinions, reports, or statements;

(b) One or more legal counsel, accountants, or other persons retained by the
corporation as to matters involving expertise or skills the director or officer
reasonably believes are within the person's professional or expert competence;

(c) In the case of a director, a committee of the board of directors of which
the director is not a member if the director reasonably believes the committee
merits confidence; or

(d) In the case of an officer, the board of directors or any committee of the
board of directors.

(3) A director or officer may not rely on information, opinion, reports, or
statements as permitted by subsection (2) of this section if the director or officer
has knowledge concerning the matter in question that makes the reliance
unwarranted.

(4) A director or officer of a corporation, in the performance of duties in that
capacity, does not have any fiduciary duty to any creditor of the corporation arising
only from the status as a creditor, whether the corporation is solvent or insolvent.

Legislative History

Source: L. 2019: Entire part amended with relocations, (SB 19-086), ch. 166, p. 1930, � 35, effective July 1, 2020.