2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 317A Nonprofit Corporations
Section 317A.251 STANDARD OF CONDUCT.

317A.251 STANDARD OF CONDUCT.
Subdivision 1. Standard; liability. A director shall discharge the duties of the position of
director in good faith, in a manner the director reasonably believes to be in the best interests of the
corporation, and with the care an ordinarily prudent person in a like position would exercise under
similar circumstances. A person who so performs those duties is not liable by reason of being
or having been a director of the corporation.
Subd. 2. Reliance. (a) A director is entitled to rely on information, opinions, reports,
or statements, including financial statements and other financial data, in each case prepared
or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably
believes to be reliable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the director reasonably
believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established under
section 317A.241, as to matters within its designated authority, if the director reasonably believes
the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has actual knowledge concerning the
matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.
Subd. 3. Presumption of assent; dissent. A director who is present at a meeting of the board
when an action is approved by the board is presumed to have assented to the action approved,
unless the director:
(1) objects at the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened and does not participate in the meeting, in which case the
director is not considered to be present at the meeting for purposes of this chapter;
(2) votes against the action at the meeting; or
(3) is prohibited from voting on the action by the articles or bylaws or as a result of a
decision to approve, ratify, or authorize a transaction pursuant to section 317A.255 or a conflict of
interest policy adopted by the board.
Subd. 4. Not considered trustee. A director, regardless of how identified, is not considered
to be a trustee 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.
History: 1989 c 304 s 44; 1990 c 488 s 20; 1992 c 503 s 5