1.Duty
to Act in Good Faith, Honestly, Loyally
•The common law has also reinforced the duty to the corporation
and not directly to the members, creditors, or other
stakeholders
•In dealing honestly with the corporation, a director must
disclose the entire truth in his or her dealings as a
director
2.Duty
to avoid conflict of interest
•Directors must declare and avoid any conflicts of interest
or anything that gives a director the appearance of a personal
benefit