§ 7015. Duty of directors and officers; oath of directors. 1.
Directors and officers shall discharge the duties of their respective
positions in good faith and with that degree of diligence, care and
skill which ordinarily prudent men would exercise under similar
circumstances in like positions. In discharging their duties, directors
and officers, when acting in good faith, may rely upon (a) financial
statements of the corporation represented to them to be correct by the
president or the officer of the corporation having charge of its books
of account, or stated in a written report by an independent public or
certified public accountant or firm of such accountants fairly to
reflect the financial condition of such corporation, and (b) reports
required to be submitted to them by any provision of this chapter or
prepared in the ordinary course of business by an officer or committee
charged with the responsibility therefor. Nothing in this section shall
be deemed to require the directors to perform functions vested in any
committee, officer or other person pursuant to the provisions of any
other section of this chapter.

2. In taking action, including, without limitation, action which may
involve or relate to a change or potential change in the control of the
banking institution, a director shall be entitled to consider, without
limitation, (1) both the long-term and the short-term interests of the
corporation and its shareholders and (2) the effects that the
corporation's actions may have in the short-term or in the long-term
upon any of the following:

(i) the prospects for potential growth, development, productivity and
profitability of the corporation;

(ii) the corporation's current employees;

(iii) the corporation's retired employees and other beneficiaries
receiving or entitled to receive retirement, welfare or similar benefits
from or pursuant to any plan sponsored, or agreement entered into, by
the corporation;

(iv) the corporation's customers and creditors; and

(v) the ability of the corporation to provide, as a going concern,
goods, services, employment opportunities and employment benefits and
otherwise to contribute to the communities in which it does business.

Nothing in this subdivision shall create any duties owed by any
director to any person or entity to consider or afford any particular
weight to any of the foregoing or abrogate any duty of the directors,
either statutory or recognized by common law or court decisions. For
purposes of this subdivision, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of
the management and policies of a banking institution whether through the
ownership of voting stock of such banking institution, the ownership of
voting stock of any company which possesses such power or otherwise.

3. Each director of a bank or trust company, stock-form savings bank,
or stock-form savings and loan association, when appointed or elected,
shall take an oath that he will, so far as the duty devolves on him,
diligently and honestly administer the affairs of such corporation, and
will not knowingly violate, or willingly permit to be violated, any of
the provisions of law applicable to such corporation. Such oath shall be
subscribed by the director making it, and certified by an officer
authorized by law to administer oaths, and immediately transmitted to
the superintendent.

4. Each director of a safe deposit company, when appointed or elected,
shall take an oath that he will, so far as the duty devolves on him,
diligently and honestly administer the affairs of such corporation, and
will not knowingly violate, or willingly permit to be violated, any of
the provisions of law applicable thereto. Such oath shall be subscribed
by the director making it, and certified by an officer authorized by law
to administer oaths, and immediately transmitted to the superintendent.