{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-870.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-870.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-870.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-870.html"}],"law_id":82285,"edition_id":1,"section_id":82285,"structure_id":13531,"section_number":"13.1-870","catch_line":"General standards of conduct for directors","history":"1985, c. 522; 2007, c. 925.","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, 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\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 the director 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":294909,"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":294910,"text":"Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, a 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":294911,"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":294912,"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":294913,"text":"A committee of the board of directors of which the director 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":294914,"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":294915,"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":13531,"edition_id":1,"name":"Directors and Officers","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:08","date_modified":"2026-06-26 03:45:08","permalink":{"id":148133,"object_type":"structure","relational_id":13531,"identifier":"8","token":"13.1\/10\/8","url":"\/13.1\/10\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":83970,"structure_id":13531,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-853\/","token":"13.1\/10\/8\/13.1-853","metadata":false},{"id":68503,"structure_id":13531,"section_number":"13.1-854","catch_line":"Qualification of directors","url":"\/13.1-854\/","token":"13.1\/10\/8\/13.1-854","metadata":false},{"id":56717,"structure_id":13531,"section_number":"13.1-855","catch_line":"Number and election of directors","url":"\/13.1-855\/","token":"13.1\/10\/8\/13.1-855","metadata":false},{"id":73756,"structure_id":13531,"section_number":"13.1-856","catch_line":"Election of directors by certain classes of members","url":"\/13.1-856\/","token":"13.1\/10\/8\/13.1-856","metadata":false},{"id":68232,"structure_id":13531,"section_number":"13.1-857","catch_line":"Terms of directors generally","url":"\/13.1-857\/","token":"13.1\/10\/8\/13.1-857","metadata":false},{"id":66939,"structure_id":13531,"section_number":"13.1-858","catch_line":"Staggered terms of directors","url":"\/13.1-858\/","token":"13.1\/10\/8\/13.1-858","metadata":false},{"id":69249,"structure_id":13531,"section_number":"13.1-859","catch_line":"Resignation of directors","url":"\/13.1-859\/","token":"13.1\/10\/8\/13.1-859","metadata":false},{"id":81920,"structure_id":13531,"section_number":"13.1-860","catch_line":"Removal of directors","url":"\/13.1-860\/","token":"13.1\/10\/8\/13.1-860","metadata":false},{"id":72297,"structure_id":13531,"section_number":"13.1-861","catch_line":"Judicial review of elections","url":"\/13.1-861\/","token":"13.1\/10\/8\/13.1-861","metadata":false},{"id":58753,"structure_id":13531,"section_number":"13.1-862","catch_line":"Vacancy on board of directors","url":"\/13.1-862\/","token":"13.1\/10\/8\/13.1-862","metadata":false},{"id":69910,"structure_id":13531,"section_number":"13.1-863","catch_line":"Compensation of directors","url":"\/13.1-863\/","token":"13.1\/10\/8\/13.1-863","metadata":false},{"id":84891,"structure_id":13531,"section_number":"13.1-864","catch_line":"Meetings of the board of directors","url":"\/13.1-864\/","token":"13.1\/10\/8\/13.1-864","metadata":false},{"id":77538,"structure_id":13531,"section_number":"13.1-865","catch_line":"Action without meeting of board of directors","url":"\/13.1-865\/","token":"13.1\/10\/8\/13.1-865","metadata":false},{"id":76527,"structure_id":13531,"section_number":"13.1-866","catch_line":"Notice of board of directors' meetings","url":"\/13.1-866\/","token":"13.1\/10\/8\/13.1-866","metadata":false},{"id":78773,"structure_id":13531,"section_number":"13.1-867","catch_line":"Waiver of notice by director","url":"\/13.1-867\/","token":"13.1\/10\/8\/13.1-867","metadata":false},{"id":55069,"structure_id":13531,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","metadata":false},{"id":85811,"structure_id":13531,"section_number":"13.1-869","catch_line":"Committees","url":"\/13.1-869\/","token":"13.1\/10\/8\/13.1-869","metadata":false},{"id":82285,"structure_id":13531,"section_number":"13.1-870","catch_line":"General standards of conduct for directors","url":"\/13.1-870\/","token":"13.1\/10\/8\/13.1-870","metadata":false},{"id":60905,"structure_id":13531,"section_number":"13.1-870.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","metadata":false},{"id":71515,"structure_id":13531,"section_number":"13.1-870.2","catch_line":"Limitation on liability of officers and directors; additional exception","url":"\/13.1-870.2\/","token":"13.1\/10\/8\/13.1-870.2","metadata":false},{"id":73903,"structure_id":13531,"section_number":"13.1-871","catch_line":"Director conflict of interests","url":"\/13.1-871\/","token":"13.1\/10\/8\/13.1-871","metadata":false},{"id":54497,"structure_id":13531,"section_number":"13.1-871.1","catch_line":"Business opportunities","url":"\/13.1-871.1\/","token":"13.1\/10\/8\/13.1-871.1","metadata":false},{"id":69141,"structure_id":13531,"section_number":"13.1-872","catch_line":"Required officers","url":"\/13.1-872\/","token":"13.1\/10\/8\/13.1-872","metadata":false},{"id":69422,"structure_id":13531,"section_number":"13.1-873","catch_line":"Duties of officers","url":"\/13.1-873\/","token":"13.1\/10\/8\/13.1-873","metadata":false},{"id":81253,"structure_id":13531,"section_number":"13.1-874","catch_line":"Resignation and removal of officers","url":"\/13.1-874\/","token":"13.1\/10\/8\/13.1-874","metadata":false}],"previous_section":{"id":85811,"structure_id":13531,"section_number":"13.1-869","catch_line":"Committees","url":"\/13.1-869\/","token":"13.1\/10\/8\/13.1-869","metadata":false},"next_section":{"id":60905,"structure_id":13531,"section_number":"13.1-870.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-870\/","history_text":"<p>This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. 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. That modification is as follows: in 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">925<\/a>.<\/p>","references":[{"id":78442,"section_number":"13.1-906","catch_line":"Effect of dissolution","order_by":null,"url":"\/13.1-906\/"}],"refers_to":false,"permalink":{"id":148203,"object_type":"law","relational_id":82285,"identifier":"13.1-870","token":"13.1\/10\/8\/13.1-870","url":"\/13.1-870\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-870\/","token":"13.1\/10\/8\/13.1-870","dublin_core":{"Title":"General standards of conduct for directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-870","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> A <span class=\"dictionary\">director<\/span> shall discharge his duties as a <span class=\"dictionary\">director<\/span>, including his duties as a <span class=\"dictionary\">member<\/span> 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-294909\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870\/#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 <span class=\"dictionary\">director<\/span> has knowledge or information concerning the matter in question that makes reliance unwarranted, a <span class=\"dictionary\">director<\/span> 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-294910\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870\/#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 <span class=\"dictionary\">director<\/span> believes, in good faith, to be reliable and competent in the matters presented; <a id=\"paragraph-294911\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870\/#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 <span class=\"dictionary\">director<\/span> believes, in good faith, are within the <span class=\"dictionary\">person<\/span>&#8217;s professional or expert competence; or <a id=\"paragraph-294912\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870\/#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 <span class=\"dictionary\">board of directors<\/span> of which the <span class=\"dictionary\">director<\/span> is not a <span class=\"dictionary\">member<\/span> if the <span class=\"dictionary\">director<\/span> believes, in good faith, that the committee merits confidence. <a id=\"paragraph-294913\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870\/#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 <span class=\"dictionary\">director<\/span> is not liable for any action taken as a <span class=\"dictionary\">director<\/span>, or any failure to take any action, if he performed the duties of his office in compliance with this section. <a id=\"paragraph-294914\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870\/#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-294915\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-870\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nGENERAL STANDARDS OF CONDUCT FOR DIRECTORS (\u00a7 13.1-870)\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, a director is entitled to rely on\ninformation, opinions, reports or statements, including financial statements and\nother 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 the director is not a member\n   if the 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: 1985, c. 522; 2007, c. 925.","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}}