Minnesota § 308A.325 LIMITATION OF DIRECTOR'S LIABILITY

Minnesota Statutes

§ 308A.325 — LIMITATION OF DIRECTOR'S LIABILITY

Minnesota § 308A.325

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 308ACOOPERATIVE LAW

This text of Minnesota § 308A.325 (LIMITATION OF DIRECTOR'S LIABILITY) 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. § 308A.325 (2026).

Text

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 as provided in subdivision 2. Subd. 2.Restrictions on liability limitation. The articles 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 a transaction from which the director derived an improper personal benefit; or

(4)for an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.

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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 as provided in subdivision 2.

Subd. 2.Restrictions on liability limitation.
The articles 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 a transaction from which the director derived an improper personal benefit; or
(4) for an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.