ORS 60.377 Standard of conduct for officers

An officer with discretionary authority shall discharge the duties of an officer under that authority:

In good faith;

With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

In a manner the officer reasonably believes to be in the best interests of the corporation.

In discharging the duties of an officer, an officer is entitled to 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 corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

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

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 (2) of this section unwarranted.

An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the office in compliance with this section.