§ 55A-8-42. Standards of conduct for officers. - North Carolina Statutes

§55A‑8‑42.  Standards of conduct for officers.

(a)        An officer withdiscretionary authority shall discharge his duties under that authority:

(1)        In good faith;

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

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

(b)        In discharging hisduties, an 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 officersor employees of the corporation whom the officer reasonably believes to bereliable and competent in the matters presented; or

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

(c)        An officer is notentitled to the benefit of subsection (b) of this section if the officer hasactual knowledge concerning the matter in question that makes relianceotherwise permitted by subsection (b) of this section unwarranted.

(d)        An officer is notliable for any action taken as an officer, or any failure to take any action,if the officer performed the duties of his office in compliance with thissection.

(e)        An officer may beentitled to immunity under Part 6 of Article 8 of this Chapter or toindemnification against liability and expenses pursuant to Part 5 of Article 8of this Chapter. (1985 (Reg. Sess., 1986), c. 801, s. 29; 1993, c. 398,s. 1.)