1512

LAWS OF MARYLAND

Ch. 567

OF THE BOARD ON WHICH HE SERVES:

(1) IN GOOD FAITH;

(2) IN A MANNER HE REASONABLY BELIEVES TO BE
IN THE BEST INTERESTS OF THE CORPORATION; AND

(3) WITH THE CARE THAT AN ORDINARILY PRUDENT
PERSON IN A LIKE POSITION WOULD USE UNDER SIMILAR
CIRCUMSTANCES.

(B)(1) IN PERFORMING HIS DUTIES, A DIRECTOR IS
ENTITLED TO RELY ON ANY INFORMATION, OPINION, REPORT, OR
STATEMENT, INCLUDING ANY FINANCIAL STATEMENT OR OTHER
FINANCIAL DATA, PREPARED OR PRESENTED BY:

(I)   AN OFFICER OR EMPLOYEE OF THE CORPORATION
WHOM THE DIRECTOR REASONABLY BELIEVES TO BE RELIABLE AND
COMPETENT IN THE MATTERS PRESENTED;

(II)    A LAWYER, PUBLIC ACCOUNTANT, OR OTHER
PERSON, AS TO A MATTER WHICH THE DIRECTOR REASONABLY
BELIEVES TO BE WITHIN THE PERSON'S PROFESSIONAL OR EXPERT
COMPETENCE; OR

(III)   A COMMITTEE OF THE BOARD ON WHICH THE
DIRECTOR DOES NOT SERVE, AS TO A MATTER WITHIN ITS
DESIGNATED AUTHORITY, IF THE DIRECTOR REASONABLY BELIEVES
THE COMMITTEE TO MERIT CONFIDENCE.

(2)   A DIRECTOR IS NOT ACTING IN GOOD FAITH IF
HE HAS ANY KNOWLEDGE CONCERNING THE MATTER IN QUESTION
WHICH WOULD CAUSE SUCH RELIANCE TO BE UNWARRANTED.

(C) A PERSON WHO PERFORMS HIS DUTIES IN ACCORDANCE
WITH THE STANDARD PROVIDED IN THIS SECTION HAS NO
LIABILITY BY REASON OF BEING OR HAVING BEEN A DIRECTOR OF
A CORPORATION, UNLESS, IN A SITUATION TO WHICH §2-419(D)
OF THIS SUBTITLE APPLIES, A CONTRACT OR TRANSACTION IS
DETERMINED NOT TO HAVE BEEN FAIR AND REASONABLE TO THE
CORPORATION.

2-416.

(A)        A CORPORATION MAY LEND MONEY TO, GUARANTEE AN

OBLIGATION OF, OR OTHERWISE ASSIST AN OFFICER OR OTHER
EMPLOYEE OF THE CORPORATION OR OF ITS DIRECT OR INDIRECT
SUBSIDIARY, INCLUDING AN OFFICER OR EMPLOYEE WHO IS A
DIRECTOR OF THE CORPORATION OR THE SUBSIDIARY, IF THE
LOAN, GUARANTEE, OR ASSISTANCE:

(1)          IN THE JUDGMENT OF THE DIRECTORS,
REASONABLY MAY BE EXPECTED TO BENEFIT THE CORPORATION; OR

(2)               IS          AN          ADVANCE          MADE AGAINST
INDEMNIFICATION IN ACCORDANCE WITH § 2-418(F) OF THIS
SUBTITLE.