§ 12:1-842 — Standards of conduct for officers

Louisiana § 12:1-842

• Jurisdiction: Louisiana
• Title 12: Conservation of Cultural Resources

Text

§1-842. Standards of conduct for officers
A. An officer, when performing in such capacity, has the duty to act in all of the
following manners:
(1) In good faith.
(2) With the care that a person in a like position would reasonably exercise under
similar circumstances.
(3) In a manner the officer reasonably believes to be in the best interests of the
corporation.
B. [Reserved.]
C. In discharging his or her duties, an officer who does not have knowledge that
makes reliance unwarranted is entitled to rely on any of the following:
(1) The performance of properly delegated responsibilities by one or more employees
of the corporation whom the officer reasonably believes to be reliable and competent in
performing the responsibilities delegated.
(2) Information, opinions, reports or statements, including financial statements and
other financial data, prepared or presented by one or more employees of the corporation
whom the officer reasonably believes to be reliable and competent in the matters presented
or by legal counsel, public accountants, or other persons retained by the corporation as to
matters involving skills or expertise the officer reasonably believes are matters within the
particular person's professional or expert competence or as to which the particular person
merits confidence.
D. An officer shall not be liable to the corporation or its shareholders for any
decision to take or not to take action, or any failure to take any action, as an officer, if the
duties of the office are performed in compliance with this Section. Whether an officer who
does not comply with this Section shall have liability will depend in such instance on
applicable law, including those principles of R.S. 12:1-831 that have relevance.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.