Ohio § 1702.30

§ 1702.30.

(A) Except where the law, the articles, or the regulations require that action be otherwise

authorized or taken, 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. (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; (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) Nothing in this division limits relief available under section 1702.301 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 a reckless disregard for the best interests of the corporation. Nothing in this division affects the liability of directors under section 1702.55 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 purposes

of the corporation and, in the director's discretion, may consider any of the following: (1) The interests of the corporation's employees, suppliers, creditors, and customers; (2) The economy of this state and nation; (3) Community and societal considerations; (4) The long-term as well as short-term interests of the corporation, including the possibility

that these interests may be best served by the continued independence of the corporation. (G) Nothing in division (D) or (E) of this section affects the duties of a director who

acts in any capacity other than in the capacity as a director.