Can a director’s liability be limited by the corporation?

A director generally has a fiduciary obligation to perform her corporate responsibilities (1) in good faith, (2) in a manner the director believes to be in the best interests of the corporation and its shareholders, and (3) with such care as an ordinarily prudent person would use in a similar position and under similar circumstances. Cal. Corp. Code § 309(a). A director may generally be held liable for failing to perform her fiduciary duties in accordance with these standards. But a director’s liability for monetary damages may be eliminated or limited in some respects by including a provision to that effect in the corporation’s articles of incorporation. Such a provision may not, however, eliminate or limit a director’s liability for, among other things, (1) any transaction from which the director derived an improper personal benefit, (2) approving an improper dividend, or (3) acts or omissions (a) as an officer of the corporation, even if the officer is also a director, (b) that involve intentional misconduct or a knowing violation of law, (c) that are taken in bad faith, (d) that the director believes are contrary to the best interests of the corporation or its shareholders, (e) that show a reckless disregard for the director’s duty to the corporation or its shareholders, when the director was or should have been aware of a risk of serious injury to the corporation or its shareholders, or (f) that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders. Cal. Corp. Code § 204(a)(10).