Georgia Law on the standards of board of directors

A division of Paul Tamaroff and his wife Deb Duchon Enterprises

Georgia Law on the standards of board of directors

Postby ProcessPosseAdmin » Mon Mar 10, 2014 10:47 am

This Georgia law highlighted provision is codified in every state in the union. So some board members would like to remain "without knowledge" I will continue to give you the knowledge under law.

Yet, as many of you may know that, Fred Blum is proposing a purported limit of your responsibility. By his proposed invalid protections he wants your continued allegiance in violating tax laws, lobbying laws, and his other extra curricular activity relating to international trade and self dealing. Here is what he has proposed for that http://j.mp/1fjyl65 Based on article X, he is proposing, and in section 1 final sentence himself and Mr Crowe are giving themselves wiggly room to blame the directors.

*** Current Through the 2013 Regular Session ***


TITLE 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
CHAPTER 3. NONPROFIT CORPORATIONS
ARTICLE 8. DIRECTORS AND OFFICERS
PART 3. STANDARDS OF CONDUCT


O.C.G.A. § 14-3-830 (2013)

§ 14-3-830. Standards of conduct for directors


Unless a different standard is prescribed by law:

(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:

(A) In a manner the director believes in good faith to be in the best interests of the corporation; and

(B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances;

(2) In discharging his or her 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:

(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 which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or

(D) Religious authorities, ministers, priests, rabbis, or other persons whose positions or duties in the corporation the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented;

(3) In the instances described in paragraph (2) of this Code section, a director is not entitled to rely if he has knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph (2) of this Code 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 Code section; and

(5) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.

HISTORY: Code 1981, § 14-3-830, enacted by Ga. L. 1991, p. 465, § 1.
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