Corporations, Associations, and Partnerships
Rhode Island Nonprofit Corporation Act
§ 7-6-22 Board of directors.
(a) The affairs of a corporation are managed by a board of directors. Directors
need not be residents of this state or members of the corporation unless the
articles of incorporation or the bylaws requires it. The articles of
incorporation or the bylaws may prescribe other qualifications for directors.
(b) A director shall discharge his or her duties as a
director, including his or her duties as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a similar
position would exercise under similar circumstances; and
(3) In a manner he or she reasonably believes to be in the
best interests of the corporation.
(c) 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:
(1) One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the matters
(2) Legal counsel, public accountants, or other persons as to
matters the director reasonably believes are within the person's professional
or expert competence; or
(3) A committee of the board of directors of which he or she
is not a member if the director reasonably believes the committee merits
(d) A director is not acting in good faith if he or she has
knowledge concerning the matter in question that makes reliance otherwise
permitted by subsection (c) unwarranted.
(e) A director is not liable for any action taken as a
director, or any failure to take any action, if he or she performed the duties
of his or her office in compliance with this section.
History of Section.
(P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 1987, ch.
472, § 1.)