(1) Each member of the board of directors, when discharging duties of a director, including in discharging duties as a member of a board committee, shall act:(a) In good faith; and
(b) In a manner such director reasonably believes is in the best interests of the corporation.
(2) The members of the board of directors or a board committee, when becoming informed in connection with a decisionmaking function or devoting attention to an oversight function, shall discharge their duties with the care that an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances.
(3) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in paragraph (5)(a) or paragraph (5)(b) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law.
(4) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on any information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (5).
(5) A director is entitled to rely, in accordance with subsection (3) or subsection (4), on:(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
(b) Legal counsel, public accountants, or other persons retained by the corporation or by a committee of the board of the corporation as to matters involving skills or expertise the director reasonably believes are matters:1. Within the particular person’s professional or expert competence; or
2. As to which the particular person merits confidence; or
(c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(d) In the case of a corporation engaged in religious activity, religious authorities and ministers, priests, rabbis, imams, or other persons whose positions or duties the director reasonably believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(6) A director is not a trustee with respect to the corporation or with respect to any property held or administered by the corporation in trust, including property that may be subject to restrictions imposed by the donor or transferor of the property.
