{"data":{"id":"us-mn/minn.-stat.-304a.201","jurisdiction":"us-mn","citation":"Minn. Stat. § 304A.201","heading":"STANDARD OF CONDUCT FOR DIRECTORS.","body":"Subdivision 1. Considerations for a general benefit corporation.\nIn discharging the duties of the position of director of a general benefit corporation, a director:\n(1) shall consider the effects of any proposed, contemplated, or actual conduct on:\n(i) the general benefit corporation's ability to pursue general public benefit;\n(ii) if the articles also state a specific public benefit purpose, the general benefit corporation's ability to pursue its specific public benefit; and\n(iii) the interests of the constituencies stated in section 302A.251, subdivision 5, including the pecuniary interests of its shareholders; and\n(2) may not give regular, presumptive, or permanent priority to:\n(i) the pecuniary interests of the shareholders; or\n(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.\nSubd. 2. Considerations for a specific benefit corporation.\nIn discharging the duties of the position of director of a specific benefit corporation, a director:\n(1) shall consider the effects of any proposed, contemplated, or actual conduct on:\n(i) the pecuniary interest of its shareholders; and\n(ii) the specific benefit corporation's ability to pursue its specific public benefit purpose;\n(2) may consider the interests of the constituencies stated in section 302A.251, subdivision 5; and\n(3) may not give regular, presumptive, or permanent priority to:\n(i) the pecuniary interests of the shareholders; or\n(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.\nSubd. 3. Liability.\nA director who performs the duties of a director stated in subdivisions 1 and 2 is not liable by reason of being or having been a director of a public benefit corporation.\nSubd. 4. Other applicable law.\nThe conduct and liability of a director of a public benefit corporation is subject to section 302A.251, subdivisions 1, 2, 3, and 4.\nSubd. 5. Duty of loyalty.\nThe articles of a public benefit corporation may include a provision that any disinterested failure to satisfy subdivision 1 or 2 of this section shall not, for purposes of this section or section 302A.251, subdivision 4, constitute a breach of the duty of loyalty.","path":["BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS","CHAPTER 304A. MINNESOTA PUBLIC BENEFIT CORPORATION ACT"],"source_url":"https://www.revisor.mn.gov/statutes/cite/304A.201","current_through":"2025 Minnesota Statutes","vintage":"","retrieved_at":"2026-09-02T22:10:41Z","sha256":"1764d63253bf90e137c6b321a68f648fe0bb3733af8763748685b4531ce6046c","source_id":"us-mn","stale":false,"prev":"us-mn/minn.-stat.-304a.104","next":"us-mn/minn.-stat.-304a.202"},"notice":"GroundRules: Original legal text. Not legal advice."}