Licensed Professionals are required to perform to a "Standard of Care" that is customary for the profession. Those who are within a subset, and have achieved even higher specialized skills within the more general community of like Professionals, for example as would be a specialized CPA, or someone who is a Certified Legal Specialist, have even higher "Standards" over the General licensed practioner in their same overall field.

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In the private practice world, when licensed professionals fall below or beneath those "Standards of Care", that is when you generally see Malpractice claims come about. "Malpractice" is similiar to a claim of general negligence, but it's negligent conduct by a professional in the course of providing their service or when practicing their Profession.

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In our Proxy just mailed out, as have been in all previous proxys, incumbent Board members and candidates will list their bios, and emphasize or promote themselves as being qualified for the Board position due to their previous experiences and extensive professional skills that they are in the very least implying will uniquely benefit the company in their Board capacity. So the presumption is that we can expect that they will perform their Board duties at the level of their specialized skillset, whatever it may be. Take a look at your proxy and read our BOD's glowing and impressive qualifications. Don't you think they are attempting to persuade the voting Shareholder to vote for them because they possess experience or training or expertise that will allow them to perform for the company at a higher or more beneficial level than just some "ordinary" Director ?
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Whether our three Board members, with one of them also being a our one and only Corporate Officer, and all three being long held licensed professionals, have actually or technically performed malpractice or negligence or have somehow breached corporate Fiduciary Standards of Care, or Waste, or any other "Duty", is a legal determination for a Court to make.

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Intellectually, I'm wondering what the relationship of accountability for a sitting Board member is, between the Standards of Care of a state licensed Professional, and the minimum corporate fiduciary standards and deferences that all non professional corporate Directors enjoy through general Business Judgement Rule protections.

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In our case, since all Directors, and not just our sole Corporate Officer, appear to be/have been deeply involved in significant and operational decisions of the company, and appear to have provided their Professional Legal and Accounting skills and judgments on our behalf in specific identifiable instances, which "Standard" would be applicable ... the higher Professional Standard of Care, or the lessor Business Judgment Rule Standard ?