Topic: fiduciary-duty

• § 308B.401 Board Governs Cooperative statute

  The board governs the cooperative, subject to member-reserved actions and the specific voting rule in 308B.435; individual directors need board authority to act, and owe duties to the cooperative and all members collectively.

• § 308B.455 Standard Of Conduct statute

  Directors owe good faith, reasonable best-interest judgment and prudent care. Qualified reliance is allowed; presence creates presumed assent subject to the stated objection, dissent and conflict exceptions, and listed stakeholder interests may be considered.

• § 308B.461 Director Conflicts Of Interest statute

  A contract between the cooperative and a director, or a business a director is tied to, is not void for that reason if it was fair and properly disclosed and approved, or offered to all members; relatives' interests count as the director's.

• § 308B.465 Limitation Of Director's Liability statute

  Articles or bylaws may limit a director's monetary liability to the cooperative or members for fiduciary breach, but not for the listed loyalty, bad-faith, misconduct, securities, distribution, personal-benefit or pre-effective-date exceptions.