{"data":{"id":"us-tn/tenn.-code-ann.-43-38-611","jurisdiction":"us-tn","citation":"Tenn. Code Ann. § 43-38-611","heading":"Limitation of director's liability","body":"(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.\n(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).\n(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.\n(1) A breach of the director's duty of loyalty to the cooperative or its members;\n(2) Acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;\n(3) A transaction from which the director derived an improper personal benefit; or\n(4) An act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.","path":["TN Code","Title 43","Chapter 38"],"source_url":"https://oss-data-us.vaquill.ai/v2026.08/us_tn_statutes.parquet","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:26Z","sha256":"b2e732220b245638ab34e34a3dbfa879fc897e9c92822821dc5626ddc9264ded","source_id":"us-tn","stale":false,"prev":"us-tn/tenn.-code-ann.-43-38-610","next":"us-tn/tenn.-code-ann.-43-38-612"},"notice":"GroundRules: Original legal text. Not legal advice."}