Minnesota Statutes 317A.257 – Unpaid Directors; Liability for Damages
Subdivision 1.Generally.
Except as provided in subdivision 2, a person who serves without compensation as a director, officer, trustee, member, or agent of an organization exempt from state income taxation under section 290.05, subdivision 2, or who serves without compensation as a fire chief of a nonprofit fire-fighting corporation or municipal volunteer fire department, or of a public corporation established by law but not considered a municipality, is not civilly liable for an act or omission by that person if the act or omission was in good faith, was within the scope of the person’s responsibilities as a director, officer, trustee, member, agent, or fire chief of the organization, and did not constitute willful or reckless misconduct.
Subd. 2.Exceptions.
Terms Used In Minnesota Statutes 317A.257
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiduciary: A trustee, executor, or administrator.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44
- state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44
- Trustee: A person or institution holding and administering property in trust.
Terms Used In Minnesota Statutes 317A.257
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiduciary: A trustee, executor, or administrator.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44
- state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44
- Trustee: A person or institution holding and administering property in trust.
(a) Subdivision 1 does not apply to:
(1) an action or proceeding brought by the attorney general for a breach of a fiduciary duty as a director;
(2) a cause of action to the extent it is based on federal law;
(3) a cause of action based on the person’s express contractual obligation; or
(4) an action or proceeding based on a breach of public pension plan fiduciary responsibility.
(b) Subdivision 1 does not limit an individual’s liability for physical injury to the person of another or for wrongful death that is personally and directly caused by the individual, nor the liability of a municipality arising out of the performance of firefighting or related activities.
Subd. 3.Definition.
For purposes of this section, the term “compensation” means any thing of value received for services rendered, except:
(1) reimbursement for expenses actually incurred;
(2) a per diem in an amount not more than the per diem authorized for state advisory councils and committees under section 15.059, subdivision 3; or
(3) payment by an organization of insurance premiums on behalf of a person who is or was a director, officer, trustee, member, or agent of an organization, or who, while a director, officer, trustee, member, or agent of the organization, is or was serving at the request of the organization as a director, officer, partner, trustee, employee, or agent of another organization or employee benefit plan against liability asserted against and incurred by the person in or arising from that capacity.