2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 317A Nonprofit Corporations
Section 317A.257 UNPAID DIRECTORS; LIABILITY FOR DAMAGES.

317A.257 UNPAID DIRECTORS; LIABILITY FOR DAMAGES.
Subdivision 1. Generally. Except as provided in subdivision 2, a person who serves without
compensation as a director, officer, trustee, member, or agent of an organization exempt from state
income taxation under section 290.05, subdivision 2, or who serves without compensation as a
fire chief of a nonprofit fire-fighting corporation or municipal volunteer fire department, or of a
public corporation established by law but not considered a municipality, is not civilly liable for
an act or omission by that person if the act or omission was in good faith, was within the scope
of the person's responsibilities as a director, officer, trustee, member, agent, or fire chief of the
organization, and did not constitute willful or reckless misconduct.
Subd. 2. Exceptions. (a) Subdivision 1 does not apply to:
(1) an action or proceeding brought by the attorney general for a breach of a fiduciary duty as
a director;
(2) a cause of action to the extent it is based on federal law;
(3) a cause of action based on the person's express contractual obligation; or
(4) an action or proceeding based on a breach of public pension plan fiduciary responsibility.
(b) Subdivision 1 does not limit an individual's liability for physical injury to the person of
another or for wrongful death that is personally and directly caused by the individual, nor the
liability of a municipality arising out of the performance of fire-fighting or related activities.
Subd. 3. Definition. For purposes of this section, the term "compensation" means any thing
of value received for services rendered, except:
(1) reimbursement for expenses actually incurred;
(2) a per diem in an amount not more than the per diem authorized for state advisory councils
and committees under section 15.059, subdivision 3; or
(3) payment by an organization of insurance premiums on behalf of a person who is or was a
director, officer, trustee, member, or agent of an organization, or who, while a director, officer,
trustee, member, or agent of the organization, is or was serving at the request of the organization as
a director, officer, partner, trustee, employee, or agent of another organization or employee benefit
plan against liability asserted against and incurred by the person in or arising from that capacity.
History: 1989 c 304 s 46