Tennessee § 43-38-611 Limitation of director's liability

Tennessee Statutes

§ 43-38-611 — Limitation of director's liability

Tennessee § 43-38-611

Title43

This text of Tennessee § 43-38-611 (Limitation of director's liability) is published on Counsel Stack Legal Research, covering Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tenn. Code Ann. § 43-38-611 (2026).

Text

(a)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, except as provided in subsection (b).

(b)The articles may not eliminate or limit the liability of a director for:

(1)A breach of the director's duty of loyalty to the cooperative or its members;

(2)Acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;

(3)A transaction from which the director derived an improper personal benefit; or (4) An act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.

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(a) 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, except as provided in subsection (b). (b) The articles may not eliminate or limit the liability of a director for: (1) A breach of the director's duty of loyalty to the cooperative or its members; (2) Acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law; (3) A transaction from which the director derived an improper personal benefit; or (4) An act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.