{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-690.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-690.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-690.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-690.html"}],"law_id":72306,"edition_id":1,"section_id":72306,"structure_id":14362,"section_number":"13.1-690","catch_line":"General standards of conduct for director","history":"Code 1950, \u00a7\u00a7 13-206, 13-207, 13.1-44; 1956, c. 428; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nA director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation.B\n\nUnless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, the director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:1\n\nOne or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;2\n\nLegal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person&#8217;s professional or expert competence; or3\n\nA committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence.C\n\nA director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.D\n\nA person alleging a violation of this section has the burden of proving the violation.","order_by":null,"text":{"0":{"id":260450,"text":"A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business judgment of the best interests of the corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":260451,"text":"Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, the director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":260452,"text":"One or more officers or employees of the corporation whom the director believes, in good faith, to be reliable and competent in the matters presented;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":260453,"text":"Legal counsel, public accountants, or other persons as to matters the director believes, in good faith, are within the person&#8217;s professional or expert competence; or","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":260454,"text":"A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":260455,"text":"A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"6":{"id":260456,"text":"A person alleging a violation of this section has the burden of proving the violation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":14362,"edition_id":1,"name":"Directors and Officers","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:47:53","date_modified":"2026-06-26 03:47:53","permalink":{"id":151169,"object_type":"structure","relational_id":14362,"identifier":"9","token":"13.1\/9\/9","url":"\/13.1\/9\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":79378,"structure_id":14362,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-673\/","token":"13.1\/9\/9\/13.1-673","metadata":false},{"id":72148,"structure_id":14362,"section_number":"13.1-674","catch_line":"Qualifications for directors or for nominees for director","url":"\/13.1-674\/","token":"13.1\/9\/9\/13.1-674","metadata":false},{"id":55684,"structure_id":14362,"section_number":"13.1-675","catch_line":"Number and election of directors","url":"\/13.1-675\/","token":"13.1\/9\/9\/13.1-675","metadata":false},{"id":86056,"structure_id":14362,"section_number":"13.1-676","catch_line":"Election of directors by certain classes or series of shares","url":"\/13.1-676\/","token":"13.1\/9\/9\/13.1-676","metadata":false},{"id":81166,"structure_id":14362,"section_number":"13.1-677","catch_line":"Terms of directors generally","url":"\/13.1-677\/","token":"13.1\/9\/9\/13.1-677","metadata":false},{"id":71464,"structure_id":14362,"section_number":"13.1-678","catch_line":"Staggered terms for directors","url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","metadata":false},{"id":57845,"structure_id":14362,"section_number":"13.1-679","catch_line":"Resignation of directors","url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","metadata":false},{"id":63645,"structure_id":14362,"section_number":"13.1-680","catch_line":"Removal of directors by shareholders","url":"\/13.1-680\/","token":"13.1\/9\/9\/13.1-680","metadata":false},{"id":85998,"structure_id":14362,"section_number":"13.1-681","catch_line":"Repealed","url":"\/13.1-681\/","token":"13.1\/9\/9\/13.1-681","metadata":false},{"id":69281,"structure_id":14362,"section_number":"13.1-681.1","catch_line":"Removal of directors by judicial proceeding","url":"\/13.1-681.1\/","token":"13.1\/9\/9\/13.1-681.1","metadata":false},{"id":74760,"structure_id":14362,"section_number":"13.1-682","catch_line":"Vacancy on board of directors","url":"\/13.1-682\/","token":"13.1\/9\/9\/13.1-682","metadata":false},{"id":56181,"structure_id":14362,"section_number":"13.1-683","catch_line":"Compensation of directors","url":"\/13.1-683\/","token":"13.1\/9\/9\/13.1-683","metadata":false},{"id":71263,"structure_id":14362,"section_number":"13.1-684","catch_line":"Meetings of the board of directors","url":"\/13.1-684\/","token":"13.1\/9\/9\/13.1-684","metadata":false},{"id":56953,"structure_id":14362,"section_number":"13.1-685","catch_line":"Action without meeting of board of directors","url":"\/13.1-685\/","token":"13.1\/9\/9\/13.1-685","metadata":false},{"id":85755,"structure_id":14362,"section_number":"13.1-686","catch_line":"Notice of board of directors' meetings","url":"\/13.1-686\/","token":"13.1\/9\/9\/13.1-686","metadata":false},{"id":76686,"structure_id":14362,"section_number":"13.1-687","catch_line":"Waiver of notice by director","url":"\/13.1-687\/","token":"13.1\/9\/9\/13.1-687","metadata":false},{"id":57551,"structure_id":14362,"section_number":"13.1-688","catch_line":"Quorum and voting by directors","url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","metadata":false},{"id":80537,"structure_id":14362,"section_number":"13.1-689","catch_line":"Committees","url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","metadata":false},{"id":72306,"structure_id":14362,"section_number":"13.1-690","catch_line":"General standards of conduct for director","url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","metadata":false},{"id":66497,"structure_id":14362,"section_number":"13.1-690.1","catch_line":"Director of open-end management investment company deemed disinterested","url":"\/13.1-690.1\/","token":"13.1\/9\/9\/13.1-690.1","metadata":false},{"id":56699,"structure_id":14362,"section_number":"13.1-691","catch_line":"Director conflict of interests","url":"\/13.1-691\/","token":"13.1\/9\/9\/13.1-691","metadata":false},{"id":72680,"structure_id":14362,"section_number":"13.1-691.1","catch_line":"Business opportunities","url":"\/13.1-691.1\/","token":"13.1\/9\/9\/13.1-691.1","metadata":false},{"id":73395,"structure_id":14362,"section_number":"13.1-692","catch_line":"Liability for unlawful distributions","url":"\/13.1-692\/","token":"13.1\/9\/9\/13.1-692","metadata":false},{"id":72604,"structure_id":14362,"section_number":"13.1-692.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-692.1\/","token":"13.1\/9\/9\/13.1-692.1","metadata":false},{"id":75621,"structure_id":14362,"section_number":"13.1-693","catch_line":"Required officers","url":"\/13.1-693\/","token":"13.1\/9\/9\/13.1-693","metadata":false},{"id":85692,"structure_id":14362,"section_number":"13.1-694","catch_line":"Duties of officers","url":"\/13.1-694\/","token":"13.1\/9\/9\/13.1-694","metadata":false},{"id":61022,"structure_id":14362,"section_number":"13.1-695","catch_line":"Resignation and removal of officers","url":"\/13.1-695\/","token":"13.1\/9\/9\/13.1-695","metadata":false}],"previous_section":{"id":80537,"structure_id":14362,"section_number":"13.1-689","catch_line":"Committees","url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","metadata":false},"next_section":{"id":66497,"structure_id":14362,"section_number":"13.1-690.1","catch_line":"Director of open-end management investment company deemed disinterested","url":"\/13.1-690.1\/","token":"13.1\/9\/9\/13.1-690.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-690\/","history_text":"<p>The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1985, chapter 522; in 2019, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?191+ful+CHAP0734\">734<\/a>.<\/p>","references":[{"id":63857,"section_number":"13.1-1229","catch_line":"Trustee standards of conduct; trustee liability; restrictions on liability limitations in governing instrument","order_by":null,"url":"\/13.1-1229\/"},{"id":56676,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","order_by":null,"url":"\/13.1-646\/"},{"id":68737,"section_number":"13.1-727.1","catch_line":"Nonexclusivity","order_by":null,"url":"\/13.1-727.1\/"},{"id":60731,"section_number":"13.1-728.9","catch_line":"Nonexclusivity","order_by":null,"url":"\/13.1-728.9\/"},{"id":67347,"section_number":"13.1-788","catch_line":"Standard of conduct for directors","order_by":null,"url":"\/13.1-788\/"}],"refers_to":false,"permalink":{"id":151243,"object_type":"law","relational_id":72306,"identifier":"13.1-690","token":"13.1\/9\/9\/13.1-690","url":"\/13.1-690\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","dublin_core":{"Title":"General standards of conduct for director","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-690","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith business <span class=\"dictionary\">judgment<\/span> of the best <span class=\"dictionary\">interests<\/span> of the <span class=\"dictionary\">corporation<\/span>. <a id=\"paragraph-260450\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-690\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, the director is entitled to rely on information, <span class=\"dictionary\">opinions<\/span>, reports, or statements, including financial statements and other financial data, if prepared or presented by: <a id=\"paragraph-260451\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-690\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> One or more officers or employees of the <span class=\"dictionary\">corporation<\/span> whom the director believes, in good faith, to be reliable and competent in the matters presented; <a id=\"paragraph-260452\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-690\/#B1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> Legal <span class=\"dictionary\">counsel<\/span>, public accountants, or other <span class=\"dictionary\">persons<\/span> as to matters the director believes, in good faith, are within the <span class=\"dictionary\">person<\/span>&#8217;s professional or expert competence; or <a id=\"paragraph-260453\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-690\/#B2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> A committee of the board of directors of which he is not a member if the director believes, in good faith, that the committee merits confidence. <a id=\"paragraph-260454\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-690\/#B3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section. <a id=\"paragraph-260455\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-690\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> A <span class=\"dictionary\">person<\/span> alleging a violation of this section has the burden of proving the violation. <a id=\"paragraph-260456\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-690\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nGENERAL STANDARDS OF CONDUCT FOR DIRECTOR (\u00a7 13.1-690)\n\nA. A director shall discharge his duties as a director, including his duties as\na member of a committee, in accordance with his good faith business judgment of\nthe best interests of the corporation.\n\nB. Unless a director has knowledge or information concerning the matter in\nquestion that makes reliance unwarranted, the director is entitled to rely on\ninformation, opinions, reports, or statements, including financial statements\nand other financial data, if prepared or presented by:\n\n   1. One or more officers or employees of the corporation whom the director\n   believes, in good faith, to be reliable and competent in the matters\n   presented;\n\n   2. Legal counsel, public accountants, or other persons as to matters the\n   director believes, in good faith, are within the person&#8217;s professional\n   or expert competence; or\n\n   3. A committee of the board of directors of which he is not a member if the\n   director believes, in good faith, that the committee merits confidence.\n\nC. A director is not liable for any action taken as a director, or any failure\nto take any action, if he performed the duties of his office in compliance with\nthis section.\n\nD. A person alleging a violation of this section has the burden of proving the\nviolation.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-206, 13-207, 13.1-44; 1956, c. 428; 1985, c. 522;\n2019, c. 734.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}