(a) Unless the governing documents provide otherwise, a director has a duty to manage the foundation and its property solely in the interests of the foundation's purposes and the beneficiaries' interests. (b) A transaction not concerning the foundation or its property in which a director engages in the director's personal capacity or a person affiliated, related, or similarly associated with the director engages does not violate the director's duty under subsection (a) to the extent that: (1) The director discloses the transaction to the other directors reasonably in advance of the transaction; and (2) The transaction is fair to the foundation. (c) A transaction not concerning the foundation or its property in which a director engages in the director's personal capacity involves a conflict between personal and fiduciary interests if the transaction concerns an opportunity properly belonging to the foundation.
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