Limitation of Director's Liability.

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17-10-220. 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) of this section.

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

(i) For a breach of the director's duty of loyalty to the cooperative or its members;

(ii) For acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;

(iii) For a transaction from which the director derived an improper personal benefit; or

(iv) For an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.


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