§ 58-31-55 — Standards for director's discharge of duties; immunity.

(A) A director shall discharge his duties as a director, including his 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 he reasonably believes to be in the best interests of the Public Service Authority. As used in this chapter, "best interests" means a balancing of the following: (a) preservation of the financial integrity of the Public Service Authority and its ongoing operations; (b) the interest of the Public Service Authority's residential, commercial and industrial retail customers, and those wholesale customers served pursuant to contractual arrangements, but excluding joint action agencies and those entities located outside the State, in reliable, adequate, efficient, and safe service, at just and reasonable rates, regardless of customer class; (c) maintenance, preservation, and keeping of the Public Service Authority's properties and all additions and betterments thereto and extension thereof and every part and parcel in thereof, in good repair, working order and condition; (d) the support of, economic development and job attraction and retention within the Public Service Authority's present service area or areas within the State authorized to be served by an electric cooperative or municipally owned electric utility that is a direct or indirect wholesale customer of the Authority, provided the remaining items of this subsection have been met; and (e) subject to the limitations of Section 58-31-30(B) and item (A)(3)(a) of this section, exercise of the powers of the Authority set forth in Section 58-31-30 in accordance with good business practices and the requirements of applicable licenses, laws, and regulations. (B) In discharging his 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 Public Service Authority 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 he is not a member if the director reasonably believes the committee merits confidence. (C) A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (B) unwarranted. (D) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section. (E) An action against a director for failure to perform the duties imposed by this section must be commenced within three years after the cause of action has occurred, or within two years after the time when the cause of action is discovered or should reasonably have been discovered, whichever occurs sooner. This limitations period does not apply to breaches of duty which have been concealed fraudulently. (F) Any violation of this code section by a director shall constitute grounds for removal from office by the Governor pursuant to Section 1-3-240.

Legislative History

HISTORY: 2005 Act No. 137, SECTION 7, eff May 25, 2005; 2021 Act No. 90 (H.3194), SECTION 4, eff June 15, 2021. Editor's Note 2005 Act No. 137, SECTION 10, provides as follows: "Responsibilities and duties of the directors of the Public Service Authority created by the provisions of this act are in addition to responsibilities and duties created by other provisions of law." Effect of Amendment 2021 Act No. 90, SECTION 4, in (A), rewrote (3); and added (F).