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<section article="gca" article_name="Corporations and Associations" number="2-405.1" title_number="2" title_name="Corporations in General -- Formation, Organization, and Operation" subtitle_number="4" subtitle_name="Directors and Officers">
  <level label="a">
    <text>In this section, “act” includes, as the context requires:</text>
    <level label="1">
      <text>An act, an omission, a failure to act, or a determination made not to act; or</text>
    </level>
    <level label="2">
      <text>To act, omit to act, fail to act, or make a determination not to act.</text>
    </level>
  </level>
  <level label="b">
    <text>This section applies to acts of an individual who:</text>
    <level label="1">
      <text>Is or was a director of a corporation; and</text>
    </level>
    <level label="2">
      <text>Is acting or was acting in the individual’s official capacity as a director of a corporation.</text>
    </level>
  </level>
  <level label="c">
    <text>A director of a corporation shall act:</text>
    <level label="1">
      <text>In good faith;</text>
    </level>
    <level label="2">
      <text>In a manner the director reasonably believes to be in the best interests of the corporation; and</text>
    </level>
    <level label="3">
      <text>With the care that an ordinarily prudent person in a like position would use under similar circumstances.</text>
    </level>
  </level>
  <level label="d">
    <level label="1">
      <text>A director is entitled to rely on any information, opinion, report, or statement, including any financial statement or other financial data, prepared or presented by:</text>
      <level label="i">
        <text>An officer or employee of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;</text>
      </level>
      <level label="ii">
        <text>A lawyer, certified public accountant, or other person, as to a matter which the director reasonably believes to be within the person’s professional or expert competence; or</text>
      </level>
      <level label="iii">
        <text>A committee of the board on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.</text>
      </level>
    </level>
    <level label="2">
      <text>A director is not acting in good faith if the director has any knowledge concerning the matter in question which would cause the reliance to be unwarranted.</text>
    </level>
  </level>
  <level label="e">
    <text>A director who acts in accordance with the standard of conduct provided in this section shall have the immunity from liability described under § 5–417 of the Courts Article.</text>
  </level>
  <level label="f">
    <text>The standard of conduct provided in this section does not require a director of a corporation to:</text>
    <level label="1">
      <text>Act to accept, recommend, or respond on behalf of the corporation to a proposal by an acquiring person as defined in § 3–801 of this article;</text>
    </level>
    <level label="2">
      <text>Act to authorize the corporation to redeem any rights under, modify, or render inapplicable, a stockholder rights plan;</text>
    </level>
    <level label="3">
      <text>Act to elect on behalf of the corporation to be subject to or refrain from electing on behalf of the corporation to be subject to any or all of the provisions of Title 3, Subtitle 8 of this article;</text>
    </level>
    <level label="4">
      <text>Act to make a determination under the provisions of Title 3, Subtitle 6 or Subtitle 7 of this article; or</text>
    </level>
    <level label="5">
      <text>Act solely because of:</text>
      <level label="i">
        <text>The effect the act may have on an acquisition or potential acquisition of control of the corporation; or</text>
      </level>
      <level label="ii">
        <text>The amount or type of consideration that may be offered or paid to stockholders of the corporation in an acquisition or a potential acquisition of control of the corporation.</text>
      </level>
    </level>
  </level>
  <level label="g">
    <text>An act of a director of a corporation is presumed to be in accordance with subsection (c) of this section.</text>
  </level>
  <level label="h">
    <text>An act of a director of a corporation relating to or affecting an acquisition or a potential acquisition of control of the corporation or any other transaction or potential transaction involving the corporation may not be subject to a higher duty or greater scrutiny than is applied to any other act of a director.</text>
  </level>
  <level label="i">
    <text>This section:</text>
    <level label="1">
      <text>Is the sole source of duties of a director to the corporation or the stockholders of the corporation, whether or not a decision has been made to enter into an acquisition or a potential acquisition of control of the corporation or enter into any other transaction involving the corporation; and</text>
    </level>
    <level label="2">
      <text>Applies to any act of a director, including an act as a member of a committee of the board of directors.</text>
    </level>
  </level>
</section>
