Tenn. Code Ann. § 43-38-611: 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). (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. Acts 2004, ch. 534, § 25.

(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).

(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.

(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.