N.D. Cent. Code § 10-33-45

10-33-45. 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 10-33-44 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 in the

meeting, in which case the director may 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 the decision to approve, ratify, or authorize a transaction

pursuant to section 10-33-46; or

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

5. A director, regardless of how identified, is not considered to be a trustee with respect

to the corporation or with respect to property held or administered by the corporation,

including without limit, property that may be subject to restrictions imposed by the

donor or transferor of the property.