Sec. 33-1111. Standards of conduct for officers.
Sec. 33-1111. 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. 96-256, S. 81, 209.)
History: P.A. 96-256 effective January 1, 1997.