Ch 30 Flashcards
a person on the board of directors who is also an officer of the corporation
inside director
a person on the board of directors who does not hold a management position at the corporation
outside director
the minimum number of members of a decision-making body that must be present before business may be transacted
quorum
a rule that immunizes corporate directors and officers from liability for decisions that result in corporate losses or damages as long as the decision makers took reasonable steps to become informed, had a rational basis for their decisions, and did not have a conflict of interest with the corporation
business judgement rule
1) Took reasonable steps to become informed about the matter
2) had a rational basis for his or her decision
3) did not have a conflict of interest between his or her personal interest and that of the corporation
3 steps of a director in elements of business judgment rule
