Arizona Laws 10-3842. Standards of conduct for officers
A. If an officer has discretionary authority with respect to any duties, an officer’s duties shall be discharged under that authority:
Terms Used In Arizona Laws 10-3842
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Person: includes an individual and entity. See Arizona Laws 10-140
- Proceeding: includes a civil suit and a criminal, administrative and investigatory action. See Arizona Laws 10-140
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 officer reasonably believes to be in the best interests of the corporation.
B. In discharging duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by either:
1. One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented.
2. Legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
3. In the case of corporations organized for religious purposes, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.
C. An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection B unwarranted.
D. An officer is not liable for any action taken as an officer or any failure to take any action if the officer’s duties were performed in compliance with this section. In any proceeding commenced under this section or any other provision of this chapter, an officer has all of the defenses and presumptions ordinarily available to an officer. An officer is presumed in all cases to have acted, failed to act or otherwise discharged such officer’s duties in accordance with subsection A. The burden is on the party challenging an officer’s action, failure to act or other discharge of duties to establish by clear and convincing evidence facts rebutting the presumption.