§ 398-b. Duties of directors and officers.\n 1. Directors and officers shall discharge the duties of their\nrespective positions in good faith and with that degree of diligence,\ncare and skill which prudent men would exercise under similar\ncircumstances in like positions. In discharging their duties, directors\nand officers, when acting in good faith, may rely (a) upon financial\nstatements of the savings and loan association represented to them to be\ncorrect by the president or the officer of the savings and loan\nassociation having charge of the books of account, or stated in a\nwritten report by an independent public or certified public accountant\nor firm of such accountants fairly to reflect the financial condition of\nsuch savings and loan association and (b) upon reports required to be\nsubmitted to them by any provision of this chapter or prepared in the\nordinary course of business by an officer or committee charged with the\nresponsibility therefor. Nothing in this section shall be deemed to\nrequire the directors to perform functions vested in any committee,\nofficer or other person pursuant to the provisions of any other section\nof this chapter.\n 2. An action may be brought against one or more directors or officers\nof a savings and loan association to procure a judgment for the\nfollowing relief:\n (a) To compel the defendant to account for his official conduct in the\nfollowing cases:\n (1) The neglect of, or failure to perform, or other violation of his\nduties in the management and disposition of the savings and loan\nassociation's assets committed to his charge.\n (2) The acquisition by himself, transfer to others, loss or waste of\nthe savings and loan association's assets due to any neglect of or\nfailure to perform, or other violation of his duties.\n (b) To set aside a conveyance, assignment or transfer of the savings\nand loan association's assets by one or more directors or officers,\ncontrary to a provision of law, where the transferee knew the purpose of\nthe transfer.\n (c) To enjoin such a conveyance, assignment or transfer of the savings\nand loan association's assets by one or more of the directors or\nofficers where there is good reason to apprehend that it will be made.\n 3. Subject to section six hundred thirty-one of this chapter, an\naction may be brought for the relief provided in this section by a\nsavings and loan association or an officer, director or judgment\ncreditor thereof.\n 4. This section shall not affect any liability otherwise imposed by\nlaw upon any director or officer.\n
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