ARTICLE 3. Standards of Conduct

Article 3 added by Stats. 1982, Ch. 1625, Sec. 3.

§§ 12370–12377 · 8 sections

• § 12370 Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.
• § 12371 (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good…
• § 12372 (a) Section 12371 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
• § 12373 (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation,…
• § 12374 Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which authorizes,…
• § 12375 (a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer of the…
• § 12376 (a) Subject to the provisions of Section 12371, directors of a corporation who approve any of the following corporate actions are jointly and severally liable…
• § 12377 (a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was…