What is true about directors and their relationship with company members?

Directors of a company indeed hold a fiduciary duty to the members (shareholders) of the company. This relationship is foundational in corporate governance, where directors are tasked with making decisions that are in the best interest of the company and its members. Their fiduciary duty encompasses a duty of care and a duty of loyalty, meaning they must act with diligence and good faith, prioritizing the interests of the shareholders over their own. This obligation ensures that directors remain accountable for their actions and decisions, promoting trust and integrity within the corporate structure.

The other options presented do not accurately reflect the established legal principles regarding the role of directors. While directors do act as agents for the company, their primary duty aligns with the obligations to the company’s members, which is why the assertion of fiduciary duty is crucial. There are circumstances where a director may also be a shareholder, but it is not a requirement for their role, making the notion of directors needing to serve as both directors and shareholders inaccurate. The concept of directors not being agents of the company contradicts the fundamental understanding of their role, as directors are indeed considered agents of the company they govern.