Sec. 33-765. Standards of conduct for officers.
Sec. 33-765. Standards of conduct for officers. (a) An officer with discretionary
authority shall discharge his duties under that authority: (1) In good faith; (2) with
the care an ordinarily prudent person in a like position would exercise under similar
circumstances; and (3) in a manner he reasonably believes to be in the best interests of
the corporation.
(b) In discharging his duties an officer is entitled to rely on information, opinions,
reports or statements, including financial statements and other financial data, if prepared
or presented by: (1) One or more officers or employees of the corporation whom the
officer reasonably believes to be reliable and competent in the matters presented; or (2)
legal counsel, public accountants or other persons as to matters the officer reasonably
believes are within the person's professional or expert competence.
(c) An officer is not acting in good faith if he has knowledge concerning the matter
in question that makes reliance otherwise permitted by subsection (b) of this section
unwarranted.
(d) An officer is not liable for any action taken as an officer, or any failure to take
any action, if he performed the duties of his office in compliance with this section.
(P.A. 94-186, S. 104, 215.)
History: P.A. 94-186 effective January 1, 1997.
Annotations to former section 33-48:
An officer annually elected usually holds office until his successor is chosen. 6 C. 428; 9 C. 536; 80 C. 42; 81 C. 473.
Surety on bond of officer annually elected is liable only for acts or defaults within the year. 28 C. 387. The performance
of a ministerial duty by an officer may be enforced by mandamus. 65 C. 355. What determines authority of officer; apparent
authority and estoppel of corporation. 69 C. 573; 71 C. 669. Admissions of officers when admissible against corporation.
72 C. 130; 88 C. 415. Notice to officer as notice to corporation. 76 C. 476; 82 C. 508. General officers represent and, in
effect, are corporation. 79 C. 219; 85 C. 147. Contract signed by officers as contract of corporation. 85 C. 215; 88 C. 385.
Officers as trustees; jurisdiction of equity to restrain waste and mismanagement. 87 C. 656. When resignation of officer
takes effect. 88 C. 332. Officers of a corporation must be chosen in accordance with statutory method; effect of contract
by vice president to hire a person as secretary without vote of directors. 97 C. 652. Corporation not liable for negligence
of president in operating its automobile on his private business. 99 C. 720. Contract between president and corporation;
duty of president not to engage in secret competition with corporation. 102 C. 184. Cited. 141 C. 325.
Annotation to former section 33-319:
Cited. 150 C. 242.