[§414-233]  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.

(b)  In discharging the duties of an officer,the officer is entitled to rely on information, opinions, reports, orstatements, including financial statements and other financial data, ifprepared or presented by:

(1)  One or more officers or employees of thecorporation whom the officer reasonably believes to be reliable and competentin the 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 for any actiontaken as an officer, or any failure to take any action, if the officerperformed the duties of the officer's office in compliance with this section.[L 2000, c 244, pt of §1]