35-1-443. Standards of conduct for officers. (1) An officer with discretionary authority shall discharge duties under that authority:
(a) in good faith;
(b) with the care that 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.
(2) In discharging an officer's 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 whom the officer reasonably believes to be reliable and competent in the matters presented; or
(b) attorneys, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(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 for any action taken as an officer or for any failure to take any action if the officer performed the duties of office in compliance with this section.
History: En. Sec. 96, Ch. 368, L. 1991; amd. Sec. 1262, Ch. 56, L. 2009.