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(1) Discharge of Duties. Directors and officers shall discharge their duties:

(a) In good faith;

(b) With the care an ordinary and prudent person in a like position would exercise under similar circumstances; and

(c) In a manner reasonably believed to be in the best interests of the corporation.

(2) Reliance. In discharging his or her individual 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:

(a) One or more officers or employees of the corporation whom the officer or director reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants or other persons as to matters the officer or director reasonably believes are within that person’s professional or expert competence; or

(c) A committee of the board of directors upon which the officer or director does not serve, if such officer or director reasonably believes the committee merits confidence.

(3) Directors and officers are not liable for action taken or failure to take action in their corporate capacity, if they performed the duties of office in compliance with this section. [Res. 2020-04-005 § 2, 2020.]