{"data":{"id":"us-ut/utah-code-16-6a-822","jurisdiction":"us-ut","citation":"Utah Code § 16-6a-822","heading":"General standards of conduct for directors and officers.","body":"(1)\n(a) A director shall discharge the director's duties as a director, including the director's duties as a member of a committee of the board, in accordance with Subsection (2).\n(b) An officer with discretionary authority shall discharge the officer's duties under that authority in accordance with Subsection (2).\n(2) A director or an officer described in Subsection (1) shall discharge the director or officer's duties:\n(a) in good faith;\n(b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and\n(c) in a manner the director or officer reasonably believes to be in the best interests of the nonprofit corporation.\n(3) In discharging duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:\n(a) one or more officers or employees of the nonprofit corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;\n(b) legal counsel, a public accountant, or another person as to matters the director or officer reasonably believes are within the person's professional or expert competence;\n(c) religious authorities or ministers, priests, rabbis, or other persons:\n(i) whose position or duties in the nonprofit corporation, or in a religious organization with which the nonprofit corporation is affiliated, the director or officer believes justify reliance and confidence; and\n(ii) who the director or officer believes to be reliable and competent in the matters presented; or\n(d) in the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.\n(4) A director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by Subsection (3) unwarranted.\n(5) A director, regardless of title, may not be considered to be a trustee with respect to any property held or administered by the nonprofit corporation including property that may be subject to restrictions imposed by the donor or transferor of the property.\n(6) A director or officer is not liable to the nonprofit corporation, its members, or any conservator or receiver, or any assignee or successor-in-interest of the nonprofit corporation or member, for any action taken, or any failure to take any action, as an officer or director, as the case may be, unless:\n(a) the director or officer has breached or failed to perform the duties of the office as set forth in this section; and\n(b) the breach or failure to perform constitutes:\n(i) willful misconduct; or\n(ii) intentional infliction of harm on:\n(A) the nonprofit corporation; or\n(B) the members of the nonprofit corporation; or\n(iii) gross negligence.","path":["Title 16 Corporations","Chapter 16-6a Utah Revised Nonprofit Corporation Act","Part 16-6a-8 Directors and Officers"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter6a/16-6a-S822.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-09-03T11:34:33Z","sha256":"3047c8ae5285c37e9f1952c266bc03a3731ba6e677018b47b6d468a82c46cca8","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-6a-821","next":"us-ut/utah-code-16-6a-823"},"notice":"GroundRules: Original legal text. Not legal advice."}