Title 17 Corporations, Partnerships and Associations

17-16-842. Standards of conduct for officers.

(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.