(1) Each director shall discharge his duties as a director, including duties as a member of a committee, and each officer with discretionary authority shall discharge his duties under that authority:

1. (a) in good faith;
2. (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
3. (c) in a manner the director or officer reasonably believes to be in the best interests of the corporation.

(2) In discharging his duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

1. (a) one or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;
2. (b) legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence; or
3. (c) in the case of a director, a committee of the board of directors of which he is not a member, if the director reasonably believes the committee merits confidence.

(4) A director or officer is not liable to the corporation, its shareholders, or any conservator or receiver, or any assignee or successor-in-interest thereof, for any action taken, or any failure to take any action, as an officer or director, as the case may be, unless:

1. (a) the director or officer has breached or failed to perform the duties of the office in compliance with this section; and
2. (b) the breach or failure to perform constitutes gross negligence, willful misconduct, or intentional infliction of harm on the corporation or the shareholders.