RTA · Business Corporations Act
Part 9 — Directors and Officers
123 Dissent by director
committee of directors is deemed to have consented to any
resolution passed or action taken at the meeting unless
(a) the director requests that the director's abstention or di ssent
be, or the director's abstention or dissent is, entered in the
minutes of the meeting,
(b) the director sends the dir ector's written dissent to the
secretary of the meeting before the meeting is adjourned,
(c) the director sends the direct or's dissent by registered mail or
delivers it to the registered office of the corporation
immediately after the meeting is adjourned, or
(d) the director otherwise pro ves that the director did not
consent to the resolution or action.
(2) A director who votes for or consents to a resolution or action is
not entitled to dissent under subsection (1).
(3) A director is not liable under section 118, and has complied
with the director's duties under section 122, if the director
exercises the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances, including
reliance in good faith on
(a) financial statements or int erim financial statements of the
corporation represented to the director by an officer of the
corporation or in a written report of the auditor of the
corporation to reflect fairly the financial condition of the
corporation, or
(b) an opinion or report of a person, including a lawyer,
accountant, engineer, appraiser or employee of the
corporation, whose profession or expertise lends credibility
to a statement made by that person.
RSA 2000 cB-9 s123;2005 c8 s26;2021 c18 s24