§414D-155  Standards of conduct forofficers.  (a)  An officer with discretionary authority shall discharge theofficer's duties under that authority:

(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 officer reasonably believes to bein the best interests of the corporation and its members, if any.

(b)  In discharging an officer's duties, anofficer 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 who the officer reasonably believes to be reliable and competent inthe matters presented; or

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

(c)  An officer is not acting in good faith ifthe officer has knowledge concerning the matter in question that makes relianceotherwise permitted by subsection (b) unwarranted.

(d)  An officer is not liable to thecorporation, any member, or other person for any action taken or not taken asan officer, if the officer acted in compliance with this section.

(e)  Any person who serves as an officer 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 the personwas appointed, unless the person was grossly negligent in the performance of orfailure to perform the duties.  For purposes of this section, remuneration doesnot include payment of reasonable expenses and indemnification or insurance foractions as an officer as allowed by sections 414D-159 to 414D-167. [L 2001, c105, pt of §1; am L 2002, c 130, §54]