(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.