Can I be held liable for breaching my duties as a director of the corporation?

If you do not perform your duties as a director (1) in good faith, (2) in a manner you believe to be in the best interests of the corporation and its shareholders, and (3) with such care as an ordinarily prudent person in a similar position would use under similar circumstances, then you can be held liable for a breach of fiduciary duty to the corporation. See Cal. Corp. Code § 309. In many circumstances, however, your liability even for a breach of fiduciary duty may be eliminated or limited by including a provision to that effect in the company’s articles of incorporation when the corporation is formed. Such a provision may not, however, eliminate or limit your liability for, among other things: (1) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (2) acts or omissions you believe to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on your part; (3) any transaction from which you derived an improper personal benefit; or (4) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of your fiduciary duties. See Cal. Corp. Code § 204.