§ 717 — Duty of directors, officers and key persons

§ 717. Duty of directors, officers and key persons.\n (a) Directors, officers and key persons shall discharge the duties of\ntheir respective positions in good faith and with the care an ordinarily\nprudent person in a like position would exercise under similar\ncircumstances. The factors set forth in subparagraph one of paragraph\n(e) of section 552 (Standard of conduct in managing and investing an\ninstitutional fund), if relevant, must be considered by a governing\nboard delegating investment management of institutional funds pursuant\nto section 514 (Delegation of investment management) For purposes of\nthis paragraph, the term institutional fund is defined in section 551\n(Definitions).\n (b) In discharging their duties, directors, officers and key persons,\nwhen acting in good faith, may rely on information, opinions, reports or\nstatements including financial statements and other financial data, in\neach case prepared or presented by: (1) one or more officers or\nemployees of the corporation, whom the director believes to be reliable\nand competent in the matters presented, (2) counsel, public accountants\nor other persons as to matters which the directors, officers or key\npersons believe to be within such person's professional or expert\ncompetence or (3) a committee of the board upon which they do not serve,\nduly designated in accordance with a provision of the certificate of\nincorporation or the bylaws, as to matters within its designated\nauthority, which committee the directors, officers or key persons\nbelieve to merit confidence, so long as in so relying they shall be\nacting in good faith and with that degree of care specified in paragraph\n(a) of this section. Persons shall not be considered to be acting in\ngood faith if they have knowledge concerning the matter in question that\nwould cause such reliance to be unwarranted. Persons who so perform\ntheir duties shall have no liability by reason of being or having been\ndirectors, officers or key persons of the corporation.\n