The Vermont Statutes Online

Title 11B : Nonprofit Corporations

Chapter 008 : Directors and Officers

Subchapter 004 : OFFICERS

• § 8.42. Standards of conduct for officers

  (a) An officer with discretionary authority shall discharge his or her duties under that authority:

  (1) in good faith;

  (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

  (3) 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 or her duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

  (1) one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

  (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.

  (c) An officer 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, or has a substantial reason to believe reliance is unwarranted.

  (d) An officer 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. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)