2005 Idaho Code - 30-3-85 — STANDARDS OF CONDUCT FOR OFFICERS

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-85.  STANDARDS OF CONDUCT FOR OFFICERS. (1) An officer with
discretionary authority shall discharge his duties under that authority:
    (a)  In good faith;
    (b)  With the care an ordinarily prudent person in a like position would
    exercise under similar circumstances; and
    (c)  In a manner the officer reasonably believes to be in the best
    interests of the corporation and its members, if any.
    (2)  In discharging his 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:
    (a)  One (1) or more officers or employees of the corporation who the
    officer reasonably believes to be reliable and competent in the matters
    presented;
    (b)  Legal counsel, public accountants or other persons as to matters the
    officer reasonably believes are within the person's professional or expert
    competence; or
    (c)  In the case of religious corporations, religious authorities and
    ministers, priests, rabbis or other persons whose position or duties in
    the religious organization the officer believes justify reliance and
    confidence and who the officer believes to be reliable and competent in
    the matters presented.
    (4)  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 (2) of this section unwarranted.
    (5)  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.