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Chapter 383B
Section 383B.905
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This is an historical version of this statute chapter. Also view the most recent published version.
383B.905 AUTHORITY AND DUTIES OF OFFICERS AND DIRECTORS; UNPAID
OFFICERS AND DIRECTORS LIABILITY FOR DAMAGES.
Subdivision 1. 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.
Subd. 2. 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.
Subd. 3. Not trustees. 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.
Subd. 3a. Conflicts of interest. Conflicts of interest involving directors, officers, or
employees of the corporation must be evaluated and resolved under chapter 317A. Directors,
officers, and employees of the corporation are not considered "public officers" for the purposes of
sections 471.87 to 471.89. This subdivision does not apply to Hennepin County Commissioners
who also serve on the board of Hennepin Healthcare System, Inc.
Subd. 4. Liability. A person who serves without compensation as a director or officer of the
corporation is exempt from civil liability to the same extent as provided under section 317A.257
for the directors and officers listed in section 317A.257, subdivision 1.
History: 2005 c 125 art 1 s 5; 2006 c 266 s 2; 2007 c 34 s 1
NOTE: This section, as added by Laws 2005, chapter 125, article 1, section 5, is effective
when the initial board of the corporation is appointed by the county board. Laws 2005, chapter
125, article 1, section 29, as amended by Laws 2005, First Special Session chapter 7, section 34.
OFFICERS AND DIRECTORS LIABILITY FOR DAMAGES.
Subdivision 1. 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.
Subd. 2. 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.
Subd. 3. Not trustees. 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.
Subd. 3a. Conflicts of interest. Conflicts of interest involving directors, officers, or
employees of the corporation must be evaluated and resolved under chapter 317A. Directors,
officers, and employees of the corporation are not considered "public officers" for the purposes of
sections 471.87 to 471.89. This subdivision does not apply to Hennepin County Commissioners
who also serve on the board of Hennepin Healthcare System, Inc.
Subd. 4. Liability. A person who serves without compensation as a director or officer of the
corporation is exempt from civil liability to the same extent as provided under section 317A.257
for the directors and officers listed in section 317A.257, subdivision 1.
History: 2005 c 125 art 1 s 5; 2006 c 266 s 2; 2007 c 34 s 1
NOTE: This section, as added by Laws 2005, chapter 125, article 1, section 5, is effective
when the initial board of the corporation is appointed by the county board. Laws 2005, chapter
125, article 1, section 29, as amended by Laws 2005, First Special Session chapter 7, section 34.
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Revisor of Statutes