Minnesota § 304A.201 STANDARD OF CONDUCT FOR DIRECTORS

Minnesota Statutes

§ 304A.201 — STANDARD OF CONDUCT FOR DIRECTORS

Minnesota § 304A.201

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 304AMINNESOTA PUBLIC BENEFIT CORPORATION ACT

This text of Minnesota § 304A.201 (STANDARD OF CONDUCT FOR DIRECTORS) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 304A.201 (2026).

Text

Subdivision 1.Considerations for a general benefit corporation. In discharging the duties of the position of director of a general benefit corporation, a director:

(1)shall consider the effects of any proposed, contemplated, or actual conduct on:

(i)the general benefit corporation's ability to pursue general public benefit;

(ii)if the articles also state a specific public benefit purpose, the general benefit corporation's ability to pursue its specific public benefit; and

(iii)the interests of the constituencies stated in section302A.251, subdivision 5, including the pecuniary interests of its shareholders; and

(2)may not give regular, presumptive, or permanent priority to:

(i)the pecuniary interests of the shareholders; or

(ii)any other interest or consideration unless the article

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Subdivision 1.Considerations for a general benefit corporation.
In discharging the duties of the position of director of a general benefit corporation, a director:
(1) shall consider the effects of any proposed, contemplated, or actual conduct on:
(i) the general benefit corporation's ability to pursue general public benefit;
(ii) if the articles also state a specific public benefit purpose, the general benefit corporation's ability to pursue its specific public benefit; and
(iii) the interests of the constituencies stated in section302A.251, subdivision 5, including the pecuniary interests of its shareholders; and
(2) may not give regular, presumptive, or permanent priority to:
(i) the pecuniary interests of the shareholders; or
(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.

Subd. 2.Considerations for a specific benefit corporation.
In discharging the duties of the position of director of a specific benefit corporation, a director:
(1) shall consider the effects of any proposed, contemplated, or actual conduct on:
(i) the pecuniary interest of its shareholders; and
(ii) the specific benefit corporation's ability to pursue its specific public benefit purpose;
(2) may consider the interests of the constituencies stated in section302A.251, subdivision 5; and
(3) may not give regular, presumptive, or permanent priority to:
(i) the pecuniary interests of the shareholders; or
(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.

Subd. 3.Liability.
A director who performs the duties of a director stated in subdivisions 1 and 2 is not liable by reason of being or having been a director of a public benefit corporation.

Subd. 4.Other applicable law.
The conduct and liability of a director of a public benefit corporation is subject to section302A.251, subdivisions 1, 2, 3, and 4.

Subd. 5.Duty of loyalty.
The articles of a public benefit corporation may include a provision that any disinterested failure to satisfy subdivision 1 or 2 of this section shall not, for purposes of this section or section302A.251, subdivision 4, constitute a breach of the duty of loyalty.