CHAPTER 266--S.F.No. 1040
relating to civil actions; limiting liability for certain conduct of persons released from confinement; limiting liability of certain officers and directors of a certain public corporation;
amending Minnesota Statutes 2004, section 604A.31, by adding a subdivision; Minnesota Statutes 2005 Supplement, section 383B.905; proposing coding for new law in Minnesota Statutes, chapter 147.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
383B.905 AUTHORITY AND DUTIES OF OFFICERS AND DIRECTORS.
In bylaws or by board.
Officers and directors have the authority and duties in the management of the business of the corporation that the bylaws prescribe or, in the absence of such prescription, as the board determines.
Ordinary prudent person standard.
Officers and directors shall discharge their duties in good faith, in the manner the officer or director reasonably believes to be in the best interests of the corporation, and with the care an ordinary prudent person in a like position would exercise under similar circumstances.
Officers and directors are not considered to be trustees with respect to the corporation or with respect to property held or administered by the corporation, including, without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.
Presented to the governor May 22, 2006
Signed by the governor June 1, 2006, 9:37 p.m.