§ 55A-8-30. General standards for directors.
Part 3. Standards of Conduct.
§ 55A‑8‑30. General standards for directors.
(a) A director shalldischarge his duties as a director, including his duties as a member of acommittee:
(1) In good faith;
(2) With the care anordinarily prudent person in a like position would exercise under similarcircumstances; and
(3) In a manner thedirector reasonably believes to be in the best interests of the corporation.
(b) In discharging hisduties, a director is entitled to rely on information, opinions, reports, orstatements, including financial statements and other financial data, ifprepared or presented by:
(1) One or more officersor employees of the corporation whom the director reasonably believes to bereliable and competent in the matters presented;
(2) Legal counsel,public accountants, or other persons as to matters the director reasonablybelieves are within their professional or expert competence; or
(3) A committee of theboard of which he is not a member if the director reasonably believes thecommittee merits confidence.
(c) A director is notentitled to the benefit of subsection (b) of this section if he has actualknowledge concerning the matter in question that makes reliance otherwisepermitted by subsection (b) of this section unwarranted.
(d) A director is notliable for any action taken as a director, or any failure to take any action,if he performed the duties of his office in compliance with this section.
(e) A director'spersonal liability for monetary damages for breach of a duty as a director maybe limited or eliminated only to the extent provided in G.S. 55A‑8‑60or permitted in G.S. 55A‑2‑02(b)(4), and a director may be entitledto indemnification against liability and expenses pursuant to Part 5 of Article8 of this Chapter.
(f) A director shallnot be deemed to be a trustee with respect to the corporation or with respectto any property held or administered by the corporation, including withoutlimit, property that may be subject to restrictions imposed by the donor ortransferor of such property. (1985 (Reg. Sess., 1986), c.801, s. 29; 1993, c. 398, s. 1.)