2006 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 308B Cooperative Associations Act
Section 308B.465 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 2 s 9
NOTE: The amendment to subdivision 2 by Laws 2006, chapter 196, article 2, section 9, is
effective August 1, 2007. Laws 2006, chapter 196, article 1, section 52.