Section 351.1078

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1078.  Personal liability of directors, limitations. — 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.

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(L. 2011 S.B. 366)