Title 14, Chapter 3, Section 842
( 14-3-842)
Unless a different standard is prescribed by law: (1) An officer with discretionary authority shall discharge his
duties under that authority: (A) In a manner he believes in good faith to be in the best
interests of the corporation; and (B) With the care an ordinarily prudent person in a like
position would exercise under similar circumstances; (2) 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: (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) Legal counsel, public accountants, or other persons as to
matters the officer reasonably believes are within the person's
professional or expert competence; (3) In the instances described in paragraph (2) of this Code
section, an officer is not entitled to rely if he has knowledge
concerning the matter in question that makes reliance otherwise
permitted by paragraph (2) of this Code section unwarranted; and (4) An officer is not liable to the corporation, any member, or
other person for any action taken or not taken as an officer, if
the officer performed the duties of his office in compliance with
this Code section. |