Q: As a member of the board of directors of a corporation or a limited liability company, what legal duties do I owe the corporation and its shareholders? 

A: Directors in a corporation and in a limited liability company owe fiduciary duties of care, loyalty and good faith to the corporation and its shareholders. 

1. The Duty of Care:  A director must act with the same care as an ordinarily prudent person in a like position would exercise in similar circumstances and in a manner the director reasonably believes to be in the best interest of the corporation.   

2. The Duty of Loyalty: A director must take only those actions that are within the best interest of the corporation and not in his own personal interest.  A director must not engage in any form of -�Å"self-dealing.-�� 

3. The Duty of Good Faith: This duty requires a director to act honestly at all times and to conduct the corporation's business with fairness and openness. 

If a director of a corporation violates any of these elements of his fiduciary duties to the corporation or the shareholders, the director may be held legally responsible for monetary damages in a court at law.