Georgia Code
Part 4 - Officers
§ 14-3-842. Standards of Conduct for Officers

History. Code 1981, § 14-3-842 , enacted by Ga. L. 1991, p. 465, § 1; Ga. L. 2004, p. 508, §§ 66, 68; Ga. L. 2020, p. 85, § 2/SB 373.
The 2020 amendment, effective July 1, 2020, rewrote this Code section, which read: “Unless a different standard is prescribed by law:
“(1) An officer with discretionary authority shall discharge his or her duties under that authority:
“(A) In a manner he or she believes in good faith to be in the best interests of the corporation; and
“(B) With the care an ordinarily prudent person in a like position would exercise under similar circumstances;
“(2) In discharging his or her 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 or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
“(B) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence;
“(3) In the instances described in paragraph (2) of this Code section, an officer is not entitled to rely if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph (2) of this Code section unwarranted; and
“(4) 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 performed the duties of his or her office in compliance with this Code section.” See Editor’s notes for applicability.
Editor’s notes.
Ga. L. 2020, p. 85, § 6/SB 373, not codified by the General Assembly, provides that: “This Act shall apply only to causes of action arising on or after July 1, 2020.”
Law reviews.
For article, “The Development of Nonprofit Corporation Law and an Agenda for Reform,” see 34 Emory L.J. 617 (1985).
For article, “What Duty of Care Does a Homeowner Association Owe Its Members?,” see 22 Ga. St. Bar J. 19 (Dec. 2016).