35-2-441. Standards of conduct for officers.
35-2-441. Standards of conduct for officers. (1) An officer with discretionary authority shall discharge the duties under that authority:
(a) in good faith;
(b) with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and
(c) in a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
(2) In discharging the 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:
(a) one or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;
(b) attorneys, public accountants, or other persons as to matters that the officer reasonably believes are within the person's professional or expert competence; or
(c) in the case of religious corporations, religious authorities, ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
(4) An officer is not liable to the corporation, any member, or any other person for an action taken or not taken as an officer if the officer acted in compliance with this section.
(5) This part does not modify any limitation of liability of officers provided by Title 27.
History: En. Sec. 97, Ch. 411, L. 1991; amd. Sec. 1280, Ch. 56, L. 2009.