2011 Missouri Revised Statutes
TITLE XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 351 General and Business Corporations
Section 351.1078. Personal liability of directors, limitations.

351.1078. 1. 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 subsection 2 of this section.

2. The articles or bylaws shall 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 and involve intentional misconduct by the director;

(3) 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.

(L. 2011 S.B. 366)

Annotation Copyright Missouri Joint Committee on Legislative Research