16.04.020 Construction and Application of Ordinance and Bylaws

(a) It is the policy of this title to give the maximum effect to the principle of freedom of contract and to the enforceability of corporate agreements.

(b) To the extent that, at law or in equity, a director or other person has duties (including fiduciary duties) to a corporation or to another person that is a party to or is otherwise bound by a corporate bylaws or other shareholders agreement, directors duties may be expanded or restricted or eliminated by provisions in the bylaws; provided, that the bylaws or any other agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

(c) Unless otherwise provided in the articles or bylaws, no person shall be liable to an Entity or to another director, shareholder or another person that is a party to or is otherwise bound by the articles or bylaws for breach of fiduciary duty for the director's or other person's good faith reliance on the provisions of the articles or bylaws.

(d) Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular. The use of any gender shall be applicable to all genders. The captions contained herein are for purposes of convenience only and shall not control or affect the construction of this title.