2009 North Carolina Code
Chapter 55 - North Carolina Business Corporation Act.
§ 55-8-30. General standards for directors.

Part 3.  Standards of Conduct.

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

(a)        A director shall discharge his duties as a director, including his duties as a member of a committee:

(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 he reasonably believes to be in the best interests of the corporation.

(b)        In discharging his duties a director 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 whom the director reasonably believes to be reliable and competent in the matters presented;

(2)        Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within their professional or expert competence; or

(3)        A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.

(c)        A director is not entitled to the benefit of subsection (b) if he has actual knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.

(d)        A director is not liable 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.  The duties of a director weighing a change of control situation shall not be any different, nor the standard of care any higher, than otherwise provided in this section.

(e)        A director's personal liability for monetary damages for breach of a duty as a director may be 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 and expenses 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.)