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

(1)  In good faith;

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

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

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

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

(2)  Legal counsel, public accountants, or otherpersons as to matters the director reasonably believes are within the person'sprofessional or expert competence; or

(3)  A committee of the board of which the director isnot a member, as to matters within its jurisdiction, if the director reasonablybelieves the committee merits confidence.

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

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

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

(f)  Any person who serves as a director to thecorporation without remuneration or expectation of remuneration shall not beliable for damage, injury, or loss caused by or resulting from the person'sperformance of, or failure to perform duties of, the position to which theperson was elected or appointed, unless the person was grossly negligent in theperformance of, or failure to perform, such duties.  For purposes of thissection, remuneration does not include payment of reasonable expenses andindemnification or insurance for actions as a director as allowed by sections414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §52]