§ 17-16-842 — Standards of conduct for officers

Wyoming § 17-16-842

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 8: DIRECTORS AND OFFICERS

Text

(a) An officer when performing in such capacity, has the
duty to act:
(i) In good faith;
(ii) With the care that a person in a like position
would reasonably exercise under similar circumstances; and
(iii) In a manner the officer reasonably believes to
be in or at least not opposed to the best interests of the
corporation.
(b) The duty of an officer includes the obligation:
(i) To inform the superior officer to whom, or the
board of directors or the committee thereof to which, the
officer reports of information about the affairs of the
corporation known to the officer, within the scope of the
officer's functions, and known to the officer to be material to
the superior officer, board or committee; and
(ii) To inform the officer's superior officer, or
another appropriate person within the corporation, or the board
of directors, or a committee thereof, of any actual or probable
material violation of law involving the corporation or material
breach of duty to the corporation by an officer, employee or
agent of the corporation, that the officer believes has occurred
or is likely to occur.
(c) In discharging his duties an officer who does not have
knowledge that makes reliance unwarranted is entitled to rely
on:
(i) The performance of properly delegated
responsibilities by one (1) or more employees of the corporation
whom the officer reasonably believes to be reliable and
competent in performing the responsibilities delegated; or
(ii) Information, opinions, reports or statements,
including financial statements and other financial data,
prepared or presented by one (1) 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:
(A) Within the particular person's professional
or expert competence; or
(B) As to which the particular person merits
confidence.
(d) An officer shall not be liable to the corporation or
its shareholders for any decisions to take or not to take action
as an officer, or any failure to take any action, if he
performed the duties of his office in compliance with this
section. Whether an officer who does not comply with this
section shall have liability shall depend in such instance on
applicable law, including those principles of W.S. 17-16-831
that have relevance.
(e) For purposes of subsection (a) of this section, an
officer, in determining what he reasonably believes to be in or
not opposed to the best interests of the corporation, shall
consider the interests of the corporation's shareholders and, in
his discretion, may consider any of the following:
(i) The interests of the corporation's employees,
suppliers, creditors and customers;
(ii) The economy of the state and nation;
(iii) The impact of any action upon the communities
in or near which the corporation's facilities or operations are
located;
(iv) The long-term interests of the corporation and
its shareholders, including the possibility that those interests
may be best served by the continued independence of the
corporation; and
(v) Any other factors relevant to promoting or
preserving public or community interests.