§414D-149  General standards for directors. 
(a)  A director shall discharge the director's duties as a director, including
the director's duties as a member of a committee:



(1)  In good faith;



(2)  With the care an ordinarily prudent person in a
like position would exercise under similar circumstances; and



(3)  In a manner the director reasonably believes to
be in the best interests of the corporation.



(b)  In discharging the director's duties, a
director is entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or
presented by:



(1)  One or more officers or employees of the
corporation whom the director reasonably believes to be reliable and competent
in the matters presented;



(2)  Legal counsel, public accountants, or other
persons as to matters the director reasonably believes are within the person's
professional or expert competence; or



(3)  A committee of the board of which the director is
not a member, as to matters within its jurisdiction, if the director reasonably
believes the committee merits confidence.



(c)  A director is not acting in good faith if
the director has knowledge concerning the matter in question that makes
reliance otherwise permitted by subsection (b) unwarranted.



(d)  A director is not liable to the
corporation, any member, or any other person for any action taken or not taken
as a director, if the director acted in compliance with this section.



(e)  A director shall not be deemed to be a
trustee with respect to the corporation or with respect to any property held or
administered by the corporation, including without limit, property that may be
subject to restrictions imposed by the donor or transferor of the property.



(f)  Any person who serves as a director to the
corporation without remuneration or expectation of remuneration shall not be
liable for damage, injury, or loss caused by or resulting from the person's
performance of, or failure to perform duties of, the position to which the
person was elected or appointed, unless the person was grossly negligent in the
performance of, or failure to perform, such duties.  For purposes of this
section, remuneration does not include payment of reasonable expenses and
indemnification or insurance for actions as a director as allowed by sections
414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §52]