§720. General standards for officers
1. Discretionary authority. An officer of a corporation with discretionary authority shall discharge that officer's duties under that authority:
A. In good faith; [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
C. In a manner the officer reasonably believes to be in the best interests of the corporation and its members. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
2. Rely on information. In discharging the officer's duties, an officer of a corporation 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 [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
B. Legal counsel or a public accountant or other person as to matters the officer reasonably believes are within the person's professional or expert competence. [PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
An officer is not acting in good faith if the officer relies on information, opinions, reports or statements that the officer knows or has reason to believe are unwarranted.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
3. Compliance. An officer of a corporation is not liable to a 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 and, if a conflict-of-interest transaction is involved, the transaction was fair to the corporation or was approved pursuant to section 718.
[PL 2001, c. 550, Pt. C, §18 (NEW); PL 2001, c. 550, Pt. C, §29 (AFF).]
SECTION HISTORY
PL 2001, c. 550, §C18 (NEW). PL 2001, c. 550, §C29 (AFF).
Structure Maine Revised Statutes
TITLE 13-B: MAINE NONPROFIT CORPORATION ACT
Chapter 7: DIRECTORS AND OFFICERS
13-B §701-A. Board of directors of a nonprofit housing corporation
13-B §702. Number and election of directors
13-B §704. Removal of directors
13-B §704-A. Removal of directors by judicial proceeding
13-B §705. Place and notice of directors' meetings
13-B §706. Quorum and vote of directors
13-B §707. Unanimous action by directors without a meeting
13-B §708. Informal or irregular action by directors
13-B §711. Removal of officers
13-B §712. Loans to directors and officers prohibited
13-B §713. Transactions between a corporation and its directors and officers (REPEALED)
13-B §713-A. Public benefit corporation; board
13-B §714. Indemnification of officers, directors, employees and agents; insurance
13-B §716. Duties of directors and officers (REPEALED)
13-B §717. General standards for directors
13-B §718. Director or officer conflict of interest
13-B §719. Duties and authority of officers
13-B §720. General standards for officers
13-B §721. Misapplication of funds or assets of public benefit corporation