§ 17-19-842 — Standards of conduct for officers

Wyoming § 17-19-842

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 8: DIRECTORS AND OFFICERS

Text

(a) An officer who is an employee of the corporation with
discretionary authority shall discharge his duties under that
authority:
(i) In good faith;
(ii) With the care an ordinarily prudent person in a
like position would exercise under similar circumstances; and
(iii) In a manner the officer reasonably believes to
be in the best interests of the corporation and its members, if
any.
(b) In discharging his duties an officer who is an
employee of the corporation is entitled to rely on information,
opinions, reports or statements, including financial statements
and other financial data, if prepared or presented by:
(i) One (1) or more officers or employees of the
corporation whom the officer reasonably believes to be reliable
and competent in the matters presented;
(ii) Legal counsel, public accountants or other
persons as to matters the officer reasonably believes are within
the person's professional or expert competence; or
(iii) In the case of religious corporations,
religious authorities and ministers, priests, rabbis or other
persons whose position or duties in the religious organization
the officer believes justify reliance and confidence and whom
the officer believes to be reliable and competent in the matters
presented.
(c) An officer who is an employee of the corporation is
not acting in good faith if the officer has knowledge concerning
the matter in question that makes reliance otherwise permitted
by subsection (b) of this section unwarranted.
(d) An officer who is an employee of the corporation is
not liable to the corporation, any member or other person for
any action taken or not taken as an officer, if the officer
acted in compliance with this section.
(e) An officer of a corporation organized under this act,
who is not an employee of the corporation is not individually
liable for any actions, inactions or omissions by the
corporation. This subsection does not affect individual
liability for intentional torts or illegal acts.
(f) Whether or not he is an employee of the corporation,
an officer 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 the property.