192Care and diligence—civil obligation only

192 Care and diligence—civil obligation only

192 Care and diligence—civil obligation only

(cf Corporations Act s 180)

(1) Care and diligence—directors and other officers A director or other officer of a co-operative must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they—

(a) were a director or officer of a co-operative in the co-operative’s circumstances; and

(b) occupied the office held by, and had the same responsibilities within the co-operative as, the director or officer.

Note—

This subsection is a civil penalty provision (see section 554).

(2) Business judgment rule A director or other officer of a co-operative who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity in respect of the judgment, if they—

(a) make the judgment in good faith for a proper purpose (taking into account the co-operative principles where relevant and other relevant matters); and

(b) do not have a material personal interest in the subject matter of the judgment; and

(c) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and

(d) rationally believe that the judgment is in the best interests of the co-operative.

The director’s or officer’s belief that the judgment is in the best interests of the co-operative is a rational one unless the belief is one that no reasonable person in their position would hold.

Note—

This subsection only operates in relation to duties under this section and their equivalent duties at common law or in equity (including the duty of care that arises under the common law principles governing liability for negligence)—it does not operate in relation to duties under any other provision of this Law or under any other laws.

(3) In this section—

business judgment means any decision to take or not take action in respect of a matter relevant to the business operations of the co-operative.