(1) A director or an officer is not personally liable for monetary damages to the corporation or any person for any statement, vote, decision to take or not to take an action, or any failure to take any action, as a director or an officer, unless:
(a) The director or officer breached or failed to perform the director’s or officer’s duties as a director or an officer; and
(b) The director’s or officer’s breach of, or failure to perform, the director’s or officer’s duties constitutes any of the following:
1. A violation of the criminal law, unless the director or officer had reasonable cause to believe the director’s or officer’s conduct was lawful or had no reasonable cause to believe the director’s or officer’s conduct was unlawful. A judgment or other final adjudication against a director or an officer in any criminal proceeding for violation of the criminal law estops that director or officer from contesting the fact that the director’s or officer’s breach, or failure to perform, constitutes a violation of the criminal law, but does not estop the director or officer from establishing that the director or officer had reasonable cause to believe that the director’s or officer’s conduct was lawful or had no reasonable cause to believe that the director’s or officer’s conduct was unlawful;
2. A transaction from which the director or officer derived an improper personal benefit, directly or indirectly;
3. In a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a member, conscious disregard for the best interest of the corporation, or willful or intentional misconduct; or
4. In a proceeding by or in the right of someone other than the corporation or a member, recklessness or an act or omission that was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
(2) A director or an officer is deemed not to have derived an improper personal benefit from any transaction if the transaction and the nature of any personal benefit derived by the director or officer are not prohibited by state or federal law or regulation and, without further limitation, the transaction is fair to the corporation at the time it is authorized, approved, or ratified as determined in accordance with s. 617.0832.
(3) The circumstances set forth in subsection (2) are not exclusive and do not preclude the existence of other circumstances under which a director or officer will be deemed not to have derived an improper benefit.
(4) For the purposes of this section, the term:
(a) “Director” means a person who serves as a director, trustee, or member of the governing board of an organization.
(b) “Officer” means a person who serves as an officer without compensation except reimbursement for actual expenses incurred or to be incurred.
(c) “Recklessness” means the acting, or omission to act, in conscious disregard of a risk:
1. Known, or so obvious that it should have been known, to the director or officer; and
2. Known to the director or officer, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.
History.—s. 54, ch. 90-179; s. 92, ch. 97-102; s. 33, ch. 2009-205; s. 52, ch. 2026-168.
