§ 398-b. Duties of directors and officers.

1. Directors and officers shall discharge the duties of their
respective positions in good faith and with that degree of diligence,
care and skill which prudent men would exercise under similar
circumstances in like positions. In discharging their duties, directors
and officers, when acting in good faith, may rely (a) upon financial
statements of the savings and loan association represented to them to be
correct by the president or the officer of the savings and loan
association having charge of the books of account, or stated in a
written report by an independent public or certified public accountant
or firm of such accountants fairly to reflect the financial condition of
such savings and loan association and (b) upon reports required to be
submitted to them by any provision of this chapter or prepared in the
ordinary course of business by an officer or committee charged with the
responsibility therefor. Nothing in this section shall be deemed to
require the directors to perform functions vested in any committee,
officer or other person pursuant to the provisions of any other section
of this chapter.

2. An action may be brought against one or more directors or officers
of a savings and loan association to procure a judgment for the
following relief:

(a) To compel the defendant to account for his official conduct in the
following cases:

(1) The neglect of, or failure to perform, or other violation of his
duties in the management and disposition of the savings and loan
association's assets committed to his charge.

(2) The acquisition by himself, transfer to others, loss or waste of
the savings and loan association's assets due to any neglect of or
failure to perform, or other violation of his duties.

(b) To set aside a conveyance, assignment or transfer of the savings
and loan association's assets by one or more directors or officers,
contrary to a provision of law, where the transferee knew the purpose of
the transfer.

(c) To enjoin such a conveyance, assignment or transfer of the savings
and loan association's assets by one or more of the directors or
officers where there is good reason to apprehend that it will be made.

3. Subject to section six hundred thirty-one of this chapter, an
action may be brought for the relief provided in this section by a
savings and loan association or an officer, director or judgment
creditor thereof.

4. This section shall not affect any liability otherwise imposed by
law upon any director or officer.