Ohio § 1701.59

§ 1701.59.

(A) Except where the law, the articles, or the regulations require action to be authorized

or taken by shareholders, all of the authority of a corporation shall be exercised

by or under the direction of its directors.  For their own government, the directors may adopt bylaws that are not inconsistent

with the articles or the regulations.  The selection of a time frame for the achievement of corporate goals shall be the

responsibility of the directors. (B) A director shall perform the director's duties as a director, including the duties

as a member of any committee of the directors upon which the director may serve, in

good faith, in a manner the director reasonably believes to be in or not opposed to

the best interests of the corporation, and with the care that an ordinarily prudent

person in a like position would use under similar circumstances.  A director serving on a committee of directors is acting as a director. (C) In performing a director's duties, a director is entitled to rely on information,

opinions, reports, or statements, including financial statements and other financial

data, that are prepared or presented by any of the following: (1) One or more directors, officers, or employees of the corporation who the director

reasonably believes are reliable and competent in the matters prepared or presented; (2) Counsel, public accountants, or other persons as to matters that the director reasonably

believes are within the person's professional or expert competence; (3) A committee of the directors upon which the director does not serve, duly established

in accordance with a provision of the articles or the regulations, as to matters within

its designated authority, which committee the director reasonably believes to merit

confidence. (D) For purposes of division (B) of this section, the following apply: (1) A director shall not be found to have violated the director's duties under division

(B) of this section unless it is proved by clear and convincing evidence that the

director has not acted in good faith, in a manner the director reasonably believes

to be in or not opposed to the best interests of the corporation, or with the care

that an ordinarily prudent person in a like position would use under similar circumstances,

in any action brought against a director, including actions involving or affecting

any of the following: (a) A change or potential change in control of the corporation, including a determination

to resist a change or potential change in control made pursuant to division (F)(7) of section 1701.13 of the Revised Code ; (b) A termination or potential termination of the director's service to the corporation

as a director; (c) The director's service in any other position or relationship with the corporation. (2) A director shall not be considered to be acting in good faith if the director has

knowledge concerning the matter in question that would cause reliance on information,

opinions, reports, or statements that are prepared or presented by the persons described

in divisions (C)(1) to (3) of this section to be unwarranted. (3) A director's duties under division (B) of this section are not owed by a director

of a benefit corporation to a person who is a beneficiary of a beneficial purpose

of the benefit corporation based solely on the status of that person as a beneficiary. (4) Nothing contained in this division limits relief available under section 1701.60 of the Revised Code . (E) A director shall be liable in damages for any action that the director takes or fails

to take as a director only if it is proved by clear and convincing evidence in a court

of competent jurisdiction that the director's action or failure to act involved an

act or omission undertaken with deliberate intent to cause injury to the corporation

or undertaken with reckless disregard for the best interests of the corporation.  Nothing contained in this division affects the liability of directors under section 1701.95 of the Revised Code or limits relief available under section 1701.60 of the Revised Code .  This division does not apply if, and only to the extent that, at the time of a director's

act or omission that is the subject of complaint, the articles or the regulations

of the corporation state by specific reference to this division that the provisions

of this division do not apply to the corporation. (F) For purposes of this section, a director, in determining what the director reasonably

believes to be in the best interests of the corporation, shall consider the interests

of the corporation's shareholders and any beneficial purposes and related provisions

set forth in the corporation's articles.  The director shall consider any priority among purposes provided in the corporation's

articles and shall consider any other method for balancing the purposes of the corporation

that is set forth in the corporation's articles.  In addition, the director may, in the director's discretion, consider any of the

following: (1) The interests of the corporation's employees, suppliers, creditors, and customers; (2) The economy of the state and nation; (3) Community and societal considerations; (4) The long-term as well as short-term interests of the corporation and its shareholders,

including the possibility that these interests or any beneficial purpose set forth

in the corporation's articles may be best served by the continued independence of

the corporation. (G) Nothing contained in division (D) or (E) of this section affects the duties of either

of the following: (1) A director who acts in any capacity other than the director's capacity as a director; (2) A director of a corporation that does not have issued and outstanding shares that

are listed on a national securities exchange or are regularly quoted in an over-the-counter

market by one or more members of a national or affiliated securities association,

who votes for or assents to any action taken by the directors of the corporation that,

in connection with a change in control of the corporation, directly results in the

holder or holders of a majority of the outstanding shares of the corporation receiving

a greater consideration for their shares than other shareholders.