LIMITATION OF DIRECTOR'S LIABILITY.

308B.465 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 or bylaws except as provided in subdivision 2. § Subd. 2.Restrictions on liability limitation. The articles or bylaws 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 knowing violations of securities laws or for illegal distributions; (4) for a transaction from which the director derived an improper personal benefit; or (5) for an act or omission occurring before the date when the provision in the articles or bylaws eliminating or limiting liability becomes effective. History: 2003 c 105 art 1 s 35; 2006 c 196 art 1 s 52; art 2 s 9