(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).

Terms Used In Tennessee Code 43-38-611

  • Cooperative: means an association organized under this title conducting business on a cooperative plan as provided under this chapter. See Tennessee Code 43-38-103
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Fiduciary: A trustee, executor, or administrator.
(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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