General Standards for Directors

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Directors and Officers
5. Standards of Conduct
6. General Standards for Directors

1. A director shall discharge all duties as a director, including duties as a member of a committee:
   1. In good faith;
   2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
   3. In a manner the director reasonably believes to be in the best interests of the corporation.
2. In discharging such duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
   1. One (1) or more officers or employees of the corporation (or a subsidiary of the corporation) whom the director reasonably believes to be reliable and competent in the matters presented;
   2. Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
   3. A committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.
3. A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
4. A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the office in compliance with this section.

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