Missouri Laws 351.1078 – Personal liability of directors, limitations
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:
Terms Used In Missouri Laws 351.1078
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Fiduciary: A trustee, executor, or administrator.
(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.