KRS 273.215: General standards for directors.

(1) A director of a nonprofit corporation subject to the provisions of KRS 273.161 to

273.387 shall discharge his duties as a director, including his duties as a member of

a committee:

(a) In good faith;

(b) On an informed basis; and

(c) In a manner he honestly believes to be in the best interests of the corporation.

(2) Such director shall be considered to discharge his duties on an informed basis if he

makes, with the care an ordinarily prudent person in a like position would exercise

under similar circumstan ces, inquiry into the business and affairs of the

corporations, or into a particular action to be taken or decision to be made.

(3) In discharging his duties such director shall be entitled to rely on information,

opinions, reports, or statements, includin g financial statements and other financial

data, if prepared or presented by:

(a) One (1) or more officers or employees of the corporation whom the director

honestly believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the director

honestly believes are within the person's professional or expert competence; or

(c) A committee of the board of directors of which he is not a member if the

director honestly believes the committee merits confidence.

(4) A director of a nonprofit corporation shall not be considered to act in good faith if

he has knowledge concerning the matter in question that makes reliance otherwise

permitted by subsection (3) of this section unwarranted.

(5) In addition to any other limitation on such director's liability for monetary damages

contained in any provision of the corporation's articles of incorporation adopted in

accordance with the provisions of KRS 273.248, any action taken as a director, or

any failu re to take any action as a director, shall not be the basis for monetary

damages or injunctive relief unless:

(a) The director has breached or failed to perform the duties of the director's

office in compliance with this section; and

(b) In the case of an action for monetary damages, the breach or failure to perform

constitutes willful misconduct or wanton or reckless disregard for human

rights, safety or property.

(6) A person bringing an action for monetary damages under this section shall have the

burden of proving by clear and convincing evidence the provisions of subsection

(5)(a) and (b) of this section, and the burden of proving that the breach or failure to

perform was the legal cause of the damages suffered.

(7) Nothing in this section shall eliminate or limit the liability of any director for any

act or omission occurring prior to July 15, 1988.