Missouri § 351.1078 Personal liability of directors, limitations.

Missouri Statutes

§ 351.1078 — Personal liability of directors, limitations.

Missouri § 351.1078

Title XXIIICORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Ch. 351General and Business Corporations

This text of Missouri § 351.1078 (Personal liability of directors, limitations.) is published on Counsel Stack Legal Research, covering Missouri primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Mo. Rev. Stat. § 351.1078 (2026).

Text

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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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.