But an officer’s ability to rely on information, reports, or statements, may, depending upon the circumstances of the particular case, be more limited than in the case of a director in view of the gre

O.C.G.A. § 14-2-152.1, under OFFICERS.

O.C.G.A. § 14-2-152.1

See Section 14-2-842(b). This preserves their treatment in former § 14-2-152.1(b)(2). Nondirector officers with more limited discretionary authority may be judged by a narrower standard, though every corporate officer or agent owes duties of fidelity, honesty, good faith, and fair dealing to the corporation. The Comment to Section 14-2-830 is generally applicable to nondirector officers as well as to directors. Subsection (a)(3) of the Model Act, which required officers to act in a manner they reasonably believe to be in the best interests of the corporation, was deleted from the Code. This is consistent with the provisions relating to directors, and preserves the existing standards of Georgia law. See Section 14-2-830(a). Subsection (b)(2) of the Model Act was amended to specifically mention investment bankers as experts upon whom officers may rely. This preserves former law under § 14-2-152.1(2)(B). This is consistent with the treatment of directors. See Section 14-2-830(b)(2). Subsection (d) of the Model Act was amended to limit its protection to claims brought on behalf of the corporation or its shareholders, in the same manner as Section 14-2-830(d). Cross-References Appointment of officers, see § 14-2-840. Director conflict of interest, see § 14-2-860 et seq. Director standards of conduct, see § 14-2-830. Duties of officers, see § 14-2-841. Indemnification, see § 14-2-850 et seq. Resignation and removal of officers, see § 14-2-843.