(1) A director of a credit union organized under state or federal law, or a member of the supervisory or audit committee of such credit union, is not personally liable for monetary damages to the credit union, its members, or any other persons for any statement, vote, decision, or failure to act, regarding the management or policy of the credit union, unless:
(a) The director or the member of the supervisory or audit committee breached or failed to perform her or his duties as a director or as a member of the supervisory or audit committee; and
(b) The breach or failure to perform by the director or the member of the supervisory or audit committee constitutes:
1. A violation of the criminal law, unless the director or the member of the supervisory or audit committee had reasonable cause to believe her or his conduct was lawful or had no reasonable cause to believe her or his conduct was unlawful. A judgment or other final adjudication against a director or a member of a supervisory or audit committee in any criminal proceeding for a violation of the criminal law estops that director or member of the supervisory or audit committee from contesting the fact that her or his breach or failure to perform constitutes a violation of the criminal law, but does not estop the director or member of the supervisory or audit committee from establishing that she or he had reasonable cause to believe that her or his conduct was lawful or had no reasonable cause to believe that her or his conduct was unlawful;
2. A transaction from which the director or the member of the supervisory or audit committee derived an improper personal benefit, either directly or indirectly; or
3. Recklessness or an act or omission which 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) For the purposes of this section, the term “recklessness” means the acting, or omission to act, in conscious disregard of a risk that is:
(a) Known, or so obvious that it should have been known, to the director or member of the supervisory or audit committee; and
(b) So great as to make it highly probable that harm would follow from such action or omission.
History.—s. 7, ch. 87-245; s. 1, ch. 91-307; ss. 1, 85, ch. 92-303; s. 535, ch. 97-102.
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