1. (1) A director shall discharge the duties of a director, including duties as a member of a committee, and an officer with discretionary authority shall discharge the officer's 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. (2) In discharging the duties of a director or an officer, 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; or
   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. In addition, a director is entitled to rely on a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
3. (3) A director or an officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
4. (4) A director or officer is not liable for any action taken as a director or as an officer, or any failure to take any action, if the director or officer performed the duties of the director's or officer's office in compliance with this section.

[ 2001 c 271 s 9.]