Georgia § 14-3-842 Standards of conduct for officers; presumption of good faith and ordinary care

Georgia Statutes

§ 14-3-842 — Standards of conduct for officers; presumption of good faith and ordinary care

(a)Unless a different standard is prescribed by law, an officer shall perform his or her duties as an officer in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.

(b)In performing his or her duties, an officer may rely upon:

(1)Other officers, employees, or agents of the corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and (2) Information, data, opinions, reports, or statements provided by other officers, employees, or agents of the corporation or by legal counsel, public accountants, investment bankers, religious authorities, ministers, priests, rabbis, other similar persons in a religious organization, or other persons as to matters involving the sk

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(a) Unless a different standard is prescribed by law, an officer shall perform his or her duties as an officer in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances. (b) In performing his or her duties, an officer may rely upon: (1) Other officers, employees, or agents of the corporation whom the officer reasonably believed to be reliable and competent in the functions performed; and (2) Information, data, opinions, reports, or statements provided by other officers, employees, or agents of the corporation or by legal counsel, public accountants, investment bankers, religious authorities, ministers, priests, rabbis, other similar persons in a religious organization, or other persons as to matters involving the skills, expertise, or knowledge reasonably believed to be reliable and within such person's professional or expert competence. (c) There shall be a presumption that the process an officer followed in arriving at decisions was done in good faith and that such officer exercised ordinary care; provided, however, that this presumption may be rebutted by evidence that such process constitutes gross negligence by being a gross deviation from the standard of care of an officer in a like position under similar circumstances. (d) Nothing contained in this Code section shall: (1) In any instance when fairness is at issue, such as consideration of the fairness of a transaction to the corporation as evaluated under paragraph (4) of subsection (c) of Code Section 14-3-865 , alter the burden of proving the fact or lack of fairness otherwise applicable; (2) Alter the fact or lack of liability of an officer under the Official Code of Georgia Annotated, including the governance of the consequences of a conflicting interest transaction under Code Section 14-3-865 ; (3) Affect any rights to which the corporation or its members may be entitled under another law of this state or of the United States; (4) Deprive an officer of the applicability, effect, or protection of the business judgment rule; or (5) Deprive an officer of the applicability, effect, or protection of Code Sections 51-1-20 and 51-1-20.1 . See 2020 Ga. Laws 391, § 6.

Georgia § 14-3-842 (Standards of conduct for officers; presumption of good faith and ordinary care) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Legislative History

Amended by 2023 Ga. Laws 260,§ 1-1, eff. 7/1/2023. Amended by 2020 Ga. Laws 391,§ 2, eff. 7/1/2020. Amended by 2004 Ga. Laws 533, §§ 66, 68, eff. 7/1/2004.