Virginia § 13.1-870 General standards of conduct for directors

Virginia Statutes

§ 13.1-870 — General standards of conduct for directors

Virginia § 13.1-870

Title 13.1CORPORATIONS

Ch. 10VIRGINIA NONSTOCK CORPORATION ACT

Art. 8DIRECTORS AND OFFICERS

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Bluebook

Va. Code Ann. § 13.1-870 (2026).

Text

A.A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation.

B.Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, 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 corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;

2.Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person's professional or expert compete

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A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation.

B. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, 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 corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;

2. Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person's professional or expert competence; or

3. A committee of the board of directors of which the director is not a member if the director believes, in good faith, that the committee merits confidence.

C. 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.

D. A person alleging a violation of this section has the burden of proving the violation.