43-38-611 - Limitation of director's liability. - Tennessee Statutes

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43-38-611. Limitation of director's liability.

(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.

[Acts 2004, ch. 534, § 25.]

State Codes and Statutes

Statutes > Tennessee > Title-43 > Chapter-38 > Part-6 > 43-38-611

43-38-611. Limitation of director's liability.

(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.

[Acts 2004, ch. 534, § 25.]

State Codes and Statutes

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State Codes and Statutes

Statutes > Tennessee > Title-43 > Chapter-38 > Part-6 > 43-38-611

43-38-611. Limitation of director's liability.

(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.

[Acts 2004, ch. 534, § 25.]