10-3842

10-3842. Standards of conduct for
officers

A. If an officer has discretionary authority with respect to any duties, an
officer's duties shall be discharged under that authority:

1. In good faith.

2. With the care an ordinarily prudent person in a like position would exercise
under similar circumstances.

3. In a manner the officer reasonably believes to be in the best interests of the
corporation.

B. In discharging 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 either:

1. One or more officers or employees of the corporation whom the officer reasonably
believes to be reliable and competent in the matters presented.

2. 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 case of corporations organized for religious purposes, religious
authorities and 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.

C. 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 B
unwarranted.

D. An officer is not liable for any action taken as an officer or any failure to
take any action if the officer's duties were performed in compliance with this
section. In any proceeding commenced under this section or any other provision of this
chapter, an officer has all of the defenses and presumptions ordinarily available to an
officer. An officer is presumed in all cases to have acted, failed to act or otherwise
discharged such officer's duties in accordance with subsection A. The burden is on the
party challenging an officer's action, failure to act or other discharge of duties to
establish by clear and convincing evidence facts rebutting the presumption.