N.D. Cent. Code § 10-19.1-50

10-19.1-50. Standard of conduct for directors

1. A director shall discharge the duties of the position of director in good faith, in a

manner the director reasonably believes to be in the best interests of the corporation,

and with the care an ordinarily prudent person in a like position would exercise under

similar circumstances. A person who so performs those duties is not liable by reason

of being or having been a director of the corporation.

2. A director is entitled to rely on information, opinions, reports, or statements, including

financial statements and other financial data, in each case prepared or presented by:

a. One or more officers or employees of the corporation whom the director

reasonably believes to be reliable and competent in the matters presented;

b. Counsel, public accountants, or other persons as to matters that the director

reasonably believes are within the person's professional or expert competence;

or

c. A committee of the board upon which the director does not serve, duly

established in accordance with section 10-19.1-48 as to matters within its

designated authority, if the director reasonably believes the committee to merit

confidence.

3. Subsection 2 does not apply to a director who has knowledge concerning the matter in

question that makes the reliance otherwise permitted by subsection 2 unwarranted.

4. A director who is present at a meeting of the board when an action is approved by the

affirmative vote of a majority of the directors present is presumed to have assented to

the action approved, unless the director:

a. Objects at the beginning of the meeting to the transaction of business because

the meeting is not lawfully called or convened and does not participate thereafter

in the meeting, in which case the director shall not be considered to be present at

the meeting for any purpose of this chapter;

b. Votes against the action at the meeting; or

c. Is prohibited from voting on the action:

(1) By the articles;

(2) By the bylaws;

(3) As the result of a decision to approve, ratify, or authorize a transaction

pursuant to section 10-19.1-51; or

(4) By a conflict of interest policy adopted by the board.

5. A director's personal liability to the corporation or its shareholders for monetary

damages for breach of fiduciary duty as a director may be eliminated or limited in the

articles. The articles may not eliminate or limit the liability of a director:

a. For any breach of the director's duty of loyalty to the corporation or its

shareholders;

b. For acts or omissions not in good faith or that involve intentional misconduct or a

knowing violation of law;

c. Under section 10-19.1-95 or 10-04-17;

d. For any transaction from which the director derived an improper personal benefit;

or

e. For any act or omission occurring prior to the date when the provision in the

articles eliminating or limiting liability becomes effective.

6. In discharging the duties of the position of director, a director may, in considering the

best interests of the corporation, consider the interests of the corporation's employees,

customers, suppliers, and creditors, the economy of the state and nation, community

and societal considerations, and the long-term as well as the short-term interests of

the corporation and its shareholders, including the possibility that these interests may

be best served by the continued independence of the corporation.