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



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



(b)  In discharging an officer's 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:



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



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



(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 to the
corporation, any member, or other person for any action taken or not taken as
an officer, if the officer acted in compliance with this section.



(e)  Any person who serves as an officer 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 appointed, unless the person was grossly negligent in the performance of or
failure to perform the duties.  For purposes of this section, remuneration does
not include payment of reasonable expenses and indemnification or insurance for
actions as an officer as allowed by sections 414D-159 to 414D-167. [L 2001, c
105, pt of §1; am L 2002, c 130, §54]