2007 Minnesota Statutes
This is an historical version of this statute chapter. Also view the most recent published version.
308A.325 LIMITATION OF DIRECTOR'S LIABILITY.
Subdivision 1. Articles may limit liability. A director's personal liability to the cooperative
or members for monetary damages for breach of fiduciary duty as a director may be eliminated or
limited in the articles as provided in subdivision 2.
Subd. 2. Restrictions on liability limitation. The articles may not eliminate or limit the
liability of a director:
(1) for a breach of the director's duty of loyalty to the cooperative or its members;
(2) for acts or omissions that are not in good faith or involve intentional misconduct or a
knowing violation of law;
(3) for a transaction from which the director derived an improper personal benefit; or
(4) for an act or omission occurring before the date when the provision in the articles
eliminating or limiting liability becomes effective.
History: 1989 c 144 art 1 s 23
Subdivision 1. Articles may limit liability. A director's personal liability to the cooperative
or members for monetary damages for breach of fiduciary duty as a director may be eliminated or
limited in the articles as provided in subdivision 2.
Subd. 2. Restrictions on liability limitation. The articles may not eliminate or limit the
liability of a director:
(1) for a breach of the director's duty of loyalty to the cooperative or its members;
(2) for acts or omissions that are not in good faith or involve intentional misconduct or a
knowing violation of law;
(3) for a transaction from which the director derived an improper personal benefit; or
(4) for an act or omission occurring before the date when the provision in the articles
eliminating or limiting liability becomes effective.
History: 1989 c 144 art 1 s 23
Official Publication of the State of Minnesota
Revisor of Statutes