May A Director Properly Rely On Her Rabbi?

In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent accountants or other persons as to matters which the director believes to be within such person's professional or expert competence".   While the statute makes no reference to religious authorities, it would appear to allow a director to rely on such persons so long as the director believes the matters were within their professional or expert competence.  For example, a director of a corporation that prepares kosher food might rely on a rabbi as to matters pertaining to kashrut.

The California Religious Corporation Law is more explicit and more restrictive in authorizing reliance on religious authorities.  Section 9241(b)(4) allows a director to rely on:

Religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented . . . .

Whereas Section 309 requires only that the matters be within a person's professional or expert competence, Section 9241 requires consideration of the person's position or duties and a belief that the person is reliable and competent.  Both statutes include the proviso that the director must act in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.