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Missouri · Through 2026 legislative session (floor)

Mo. Rev. Stat. § 351.1078: Personal liability of directors, limitations.

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Where this section sits in the code
  1. Title XXIII - CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
  2. Chapter 351 - General and Business Corporations

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.

Collected 2026-09-03T22:23:27Z. Source file · JSON

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