Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS Chapter 351 • Effective - 28 Aug 2011 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: (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. -------- (L. 2011 S.B. 366)
Missouri Legal Code