The directors and officers of a corporation must act within the authority conferred upon them by the state's corporation code,the articles of incorporation,the corporate bylaws,and the resolutions adopted by the board of directors.This duty is called the duty of care.

Question

Quizplus · Accepted Answer

The duty described is the duty of obedience, not the duty of care. The duty of care involves acting with the care that a reasonably prudent person would take in similar circumstances.

The Directors and Officers of a Corporation Must Act Within