3-1-13.3. General standards of conduct for directors and officers.
(1) A director shall perform his duties as a director, and as a member of a committee, and each officer with discretionary authority shall perform his duties under that authority: in good faith; with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and in a manner the director or officer reasonably believes to be in the best interests of the association.
(2) In performing his duties, a director or officer may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: one or more officers or employees of the association whom the director or officer reasonably believes to be reliable and competent in the matters presented; legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence; or in the case of a director, a committee of the board of directors of which he is not a member, if the director reasonably believes the committee merits confidence.
(3) A director or officer is not acting in good faith if he has knowledge that makes reliance otherwise permitted by Subsectionunwarranted. (2)
(4) A director or officer is not liable to the association, its members, or any conservator or receiver, or any assignee or successor-in-interest thereof, for any action taken, or any failure to take any action, as an officer or director unless: the director or officer has breached or failed to perform the duties of the office in compliance with this section; and the breach or failure to perform constitutes gross negligence, willful misconduct, or intentional infliction of harm on the association or the members.