MHHS · Business Corporations Act
Part 9 — Directors and Officers
122 Duty of care of directors and officers
the director's or officer's powers and discharging the director's or
officer's duties to the corporation shall
(a) act honestly and in good faith with a view to the best
interests of the corporation, and
(b) exercise the care, diligen ce and skill that a reasonably
prudent person would exercise in comparable
circumstances.
(2) Every director and officer of a corporation shall comply with
this Act, the regulations, articles, bylaws and any unanimous
shareholder agreement.
(3) Subject to section 146(7), no provision in a contract, the
articles, the bylaws or a resolution relieves a director or officer
from the duty to act in accordance with this Act or the regulations
or relieves the director or officer from liability for a breach of that
duty.
(4) In determining whether a particular transaction or course of
action is in the best interests of the corporation, a director, if the
director is elected or appointed by the holders of a class or series of
shares or by employees or creditors or a class of employees or
creditors, may give special, but not exclusive, consideration to the
interests of those who elected or appointed the director.
RSA 2000 cB-9 s122;2021 c18 s23
RSA 2000