193.455 Conduct and liability of directors.

274 words·~1 min read·/wi/chapter-193/193-455-4

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)Standard and liability.

(a)A director shall discharge the duties of the office of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A director who so performs his or her duties may not be held liable by reason of being or having been a director.

(b)In discharging his or her duties to the cooperative and in determining what he or she believes to be in the best interests of the cooperative, a director may consider any of the following:

1. The effects of the action on employees, suppliers, creditors, and customers of the cooperative.

2. The effects of the action on communities in which the cooperative operates.

3. The effects of the action on members and stockholders.

4. The economy of this state.

5. The long-term and short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.

6. Any other factors the director considers pertinent.

(2)Reliance.

(a)A director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

1. One or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters 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.