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2018 Idaho Statutes
Title 30 - CORPORATIONS
Chapter 29 - GENERAL BUSINESS CORPORATIONS
Part 8 - DIRECTORS AND OFFICERS
Section 30-29-842 - STANDARDS OF CONDUCT FOR OFFICERS.
Universal Citation: ID Code § 30-29-842 (2018)
30-29-842. STANDARDS OF CONDUCT FOR OFFICERS. (1) An officer, when performing in such capacity, shall act:
(a) In good faith;
(b) With the care that a person in a like position would reasonably exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the best interests of the corporation.
(2) In discharging those duties an officer, who does not have knowledge that makes reliance unwarranted, is entitled to rely on:
(a) The performance of properly delegated responsibilities by one (1) or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or
(b) Information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one (1) or more employees of the corporation whom the officer reasonably believes to be competent in the matters presented or by legal counsel, public accountants or other persons retained by the corporation as to matters involving skill or expertise the officer reasonably believes are matters:
(i) Within the particular person’s professional or expert competence; or
(ii) As to which the particular person merits confidence.
(3) An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action or any failure to take action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of section 30-29-831, Idaho Code, that have relevance.
History:
[30-29-842, added 2015, ch. 243, sec. 63, p. 933.]
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