Nevada § 82.221 - Directors and officers: Exercise of powers and performance of duties; personal liability

§ 82.221. Directors and officers: Exercise of powers and performance of duties; personal liability

1. Directors and officers shall exercise their powers in good faith and with a view

to the interests of the corporation. 2. In performing their respective duties, directors and officers are entitled to rely

on information, opinions, reports, books of account or statements, including financial

statements and other financial data, that are prepared or presented by: (a) One or more directors, officers or employees of the corporation reasonably believed

to be reliable and competent in the matters prepared or presented; (b) Counsel, public accountants or other persons as to matters reasonably believed

to be within the preparer or presenter's professional or expert competence; or (c) A committee upon which the person relying thereon does not serve, established

in accordance with NRS 82.206 as to matters within the committee's designated authority and matters on which the

committee is reasonably believed to merit confidence, but a director or officer is not entitled to rely on such information, opinions, reports,

books of account or statements if the director or officer has knowledge concerning

the matter in question that would cause reliance thereon to be unwarranted. 3. A director or officer must not be found to have failed to exercise his or her powers

in good faith and with a view to the interests of the corporation unless it is proved

by clear and convincing evidence that the director or officer has not acted in good

faith and in a manner reasonably believed by him or her to be with a view to the interests

of the corporation. 4. Except as otherwise provided in the articles of incorporation or NRS 82.136 and 82.536 and chapter 35 of NRS, no action may be brought against an officer or director of

a corporation based on any act or omission arising from failure in his or her official

capacity to exercise due care regarding the management or operation of the corporation

unless the act or omission involves intentional misconduct, fraud or knowing violation

of the law. 5. The articles of incorporation may impose greater liability on a director or officer

of a corporation than that imposed by subsection 4.