[§414-233]  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.



(b)  In discharging the duties of an officer,
the 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 whom 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 for any action
taken as an officer, or any failure to take any action, if the officer
performed the duties of the officer's office in compliance with this section.
[L 2000, c 244, pt of §1]