Sec. 5. (a) A director is not liable for any action taken as a director, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of the director's office under sections 1 through 4 of this chapter; and
(2) the breach or failure to perform constitutes willful misconduct or recklessness.
(b) The exemption from liability provided by this section does not apply to any proceeding brought by the department against a director.