General standards for directors
(1)A director shall discharge the duties of a director, including the director’s duties as a member of a committee:
(a)In good faith;
(b)With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c)In a manner the director reasonably believes to be in the best interests of the corporation.
(2)In discharging the duties of a director, a director 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 reasonably believes to be reliable and competent in the matters presented;
(b)Legal counsel, public accountants or other persons as to matters the director reasonably believes are within the person’s professional or expert competence;
(c)A committee of the board of directors of which the director is not a member, as to matters within the committee’s jurisdiction, if the director reasonably believes the committee merits confidence; or
(d)In the case of religious corporations, religious authorities and ministers, priests, rabbis or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(3)A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4)A director is not liable to the corporation, any member or any other person for any action taken or not taken as a director, if the director acted in compliance with this section. The liability of a director for monetary damages to the corporation and the corporation’s members may be eliminated or limited in the corporation’s articles of incorporation to the extent provided in ORS 65.047 (Articles of incorporation) (2)(c). [1989 c.1010 §88; 2019 c.174 §66]
Section 65.357 — General standards for directors,