AI-assisted research summary: Officers with discretionary authority must act in good faith, with ordinary prudence, and in the corporation’s best interests. Officers may rely on certain information sources, and compliant officers are shielded from liability; unpaid officers have a limited liability protection unless grossly negligent.
(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 and its members, if any. (b) In discharging an officer's duties, an 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 who 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 to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section. (e) Any person who serves as an officer to the corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of or failure to perform duties of the position to which the person was appointed, unless the person was grossly negligent in the performance of or failure to perform the duties. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as an officer as allowed by sections 414D-159 to 414D-167. [L 2001, c 105, pt of §1; am L 2002, c 130, §54]