C.  Standards
of Conduct



 



[§414-221]  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 determining the best interests of the
corporation, a director, in addition to considering the interests of the
corporation's shareholders, may consider, in the director's discretion, any of
the following factors:



(1)  The interests of the corporation's employees,
customers, suppliers, and creditors;



(2)  The economy of the State and the nation;



(3)  Community and societal considerations, including,
without limitation, the impact of any action upon the communities in or near
which the corporation has offices or operations; and



(4)  The long-term as well as short-term interests of
the corporation and its shareholders, including, without limitation, the
possibility that these interests may be best served by the continued
independence of the corporation.



(c)  In discharging duties as a director, the
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 directors of which
the director is not a member if the director reasonably believes the committee
merits confidence.



(d)  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 (c) unwarranted.



(e)  A director is not liable for any action
taken as a director, or any failure to take any action, if the director
performed the duties of the director's office in compliance with this section.
[L 2000, c 244, pt of §1]