Limitation of Director's Liability

1. Law
2. Tennessee Code
3. Agriculture and Horticulture
4. Tennessee Processing Cooperative Law
5. Board of Directors and Officers
6. Limitation of Director's Liability

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, except as provided in subsection (b).
2. 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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