North Carolina § 55A-8-30 - General standards for directors.

§ 55A-8-30. General standards for directors.

A director shall discharge his duties as a director, including his duties as a member of a committee: In good faith; With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and In a manner the director reasonably believes to be in the best interests of the corporation. 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: One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within their professional or expert competence; or A committee of the board of which he is not a member if the director reasonably believes the committee merits confidence. A director is not entitled to the benefit of subsection (b) of this section if he has actual knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted. 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. 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 provided in G.S. 55A-8-60 or permitted in G.S. 55A- 2-02(b)(4), and a director may be entitled to indemnification against liability and expenses pursuant to Part 5 of Article 8 of this Chapter. A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property. History (1985 (Reg. Sess., 1986), c. 801, s. 29; 1993, c. 398, s. 1.) NORTH CAROLINA COMMENTARY Although the word "fiduciary" is no longer used in describing the duty owed by a director, there is no intent to change North Carolina law in this area. See North Carolina Commentary to G.S. 55-8-30 . The Model Act counterpart of this section contains a provision in subsection (b) explicitly allowing reliance on ministers, priests and other religious authorities in the case of religious corporations. That provision was rejected as unnecessary because the subject is adequately covered by subdivision (b)(2). Subsection (f) should not be inconsistent with the fiduciary duties prescribed by the Uniform Management of Institutional Funds Act in view of the Commentary to G.S. 36B-6, which states that the standard of care and prudence established by that section is generally comparable to that of a director of a business corporation rather than that of a private trustee; but in the event of any inconsistency, the provisions of the Uniform Act will control, as provided in G.S. 36B-8. Legal Periodicals. - For article, "Duties of Nonprofit Corporate Directors - Emphasizing Oversight Responsibilities," see 90 N.C. L. Rev. 1845 (2012).