§ 55-8-30. General standards for directors. - North Carolina Statutes

Part 3. Standards of Conduct.

§ 55‑8‑30. General standards for directors.

(a)        A director shalldischarge his duties as a director, including his duties as a member of acommittee:

(1)        In good faith;

(2)        With the care anordinarily prudent person in a like position would exercise under similarcircumstances; and

(3)        In a manner hereasonably believes to be in the best interests of the corporation.

(b)        In discharging hisduties a director is entitled to rely on information, opinions, reports, orstatements, including financial statements and other financial data, ifprepared or presented by:

(1)        One or more officersor employees of the corporation whom the director reasonably believes to bereliable and competent in the matters presented;

(2)        Legal counsel, publicaccountants, or other persons as to matters the director reasonably believesare within their professional or expert competence; or

(3)        A committee of theboard of directors of which he is not a member if the director reasonablybelieves the committee merits confidence.

(c)        A director is notentitled to the benefit of subsection (b) if he has actual knowledge concerningthe matter in question that makes reliance otherwise permitted by subsection(b) unwarranted.

(d)        A director is notliable for any action taken as a director, or any failure to take any action,if he performed the duties of his office in compliance with this section.  Theduties of a director weighing a change of control situation shall not be anydifferent, nor the standard of care any higher, than otherwise provided in thissection.

(e)        A director'spersonal liability for monetary damages for breach of a duty as a director maybe limited or eliminated only to the extent permitted in G.S. 55‑2‑02(b)(3),and a director may be entitled to indemnification against liability andexpenses pursuant to Part 5 of Article 8 of this Chapter. (1955,c. 1371, s. 1; 1989, c. 265, s. 1; 1993, c. 552, s. 11.)