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<br />
<br />~ .317.20
<br />
<br />NONPROFIT CORPORATIONS""
<br />
<br />. 1973 Amendment., Added authorization' tD
<br />pay direetors for their servictis 'by bylaws' or
<br />both bylaws and articles iD subeL 5.
<br />
<br />1980 Amendment.' Revised subeLi. For for-
<br />mer text see the maiD volume.
<br />
<br />1982 Amendment. Added clause (4) tD subeL
<br />8.
<br />
<br />., ;. . Not. of Dedsiona
<br />Es oftielo dlrec:ton, 2
<br />
<br />.';."
<br />
<br />1983 Amendment. Deleted the former subd.
<br />12 and added the present subd. 12.
<br />
<br />1986 Amendment. Laws 1986, c. 444, ~ I,
<br />removed gender specific references applicable to
<br />human beings throughout Minn.Stats. by adopt- '
<br />ing by reference proposed amendments for such
<br />revision prepared by the revisor of statutes pur-
<br />suant to Laws 1984, c. 480, ~ 21, and certified
<br />and filed with the secretary of state on Jan. 24,
<br />1986. Section. 3 of Laws 1986, c. 444, provides
<br />that the amendments "do not change the sub-
<br />stance of the statutes amended."
<br />
<br />2. Es officio clirecton .'
<br />Police pension association had power to adopt
<br />bylaws limiting voting rights of ex officio board
<br />members. City of Fridley v. Fridley Police Pen-
<br />sion Asa'n, App.1985, 367 N.W.2d 99.
<br />Where Nonprofit Corporation Act, ~ 317.01 et
<br />seq., was already in effect and empowered non-
<br />profit corporations to limit rights of ex officio
<br />board members at time that legislature enacted ...
<br />t 423.803, providing for incorporation and gover- .~
<br />nance of police relief associations, it was to be .'
<br />presumed that legislature was aware of power it .":.
<br />gave to nonprofit corporations to limit rights of :q
<br />ex officio directors when it enacted ~ 423.803, ...
<br />governing police relief associations. City of
<br />Fridley v. Fridley Police Pension Ass'n, App.
<br />1985,367 N.W.2d 99.
<br />
<br />~
<br />i
<br />317.201. Unpaid directors or trustees; liability for damages 't
<br />.4-
<br />Subdivision 1. Generally. Except as provided in subdivision 2, no person who serves' ..,
<br />without compensation as a director, officer, trustee, member, or agent of an organization j
<br />exempt from state income taxation under section 290.05, subdivision 2, or who serves
<br />without compensation as a fire chief of a nonprofit fire fighting corporation or municipal
<br />volunteer fire department, shall be held civilly liable for an act or omission by that person
<br />if the act or omission was in good faith, was within the scope of the person's responsibili-
<br />ties as a director, officer, trustee, member, agent, or fire chief of the organization, and did
<br />not constitute willful or reckless misconduct
<br />Subd. 2. Exceptions. Subdivision 1 does not apply to:
<br />(1) an action or proceeding brought by the attorney genera:l 'for a breach of a fiduciary
<br />duty as a director; ,
<br />(2) a cause of. action to the extent it is based on federal law; .
<br />(3) a cause of action based on the person's express contractual obligation; or
<br />(4) an action or proceeding based on a breach of public pension plan fiduciary
<br />responsibility.
<br />Nothing in subdivision 1 limits an individual's liability for physical injury to the person
<br />of another or for wrongful death which is personally and directly caused by that
<br />individual, nor the liabilitY of a municipality' arising out of the performance of firefighting
<br />or related activities. .~.~, .
<br />Subd. 3. Defmition. For purposes of this section, the term "compensation" means
<br />any thing of value received for services rendered, except: fl. /' ot
<br />(1) reimbursement for expenses aCtually incurred; '3 .., t4 1t;4
<br />(2) a per diem in an amount not to exceed the per diem authorized for state advisory
<br />councils and committees pursuant to section 15.059, subdivision 3; or
<br />(3) payment by an organization of insurance 'premiums on behalf of a person who is or
<br />was a director, officer, trustee, member, or agent of an organization, or who, while a
<br />director, officer, trustee, membet, or agent of the organization, is or was serving at the
<br />request of the organization as a director, officer, partner, trustee, employee, or agent of
<br />another organization or employee benefit plan against any liability asserted against -and
<br />incurred by the person in or arising from ~t capacity.
<br />Laws 1986; c. 455, t 62. eft. March 26, 1986.- . Amended by Laws 1987, c. 326; t 2, eff. Aug. 1, 1987.
<br />:76
<br />
<br />NONPROFIT C()
<br />
<br />1987 LelWaUon
<br />The 1987 ameni
<br />which previously ~
<br />.. A director or a-
<br />tion or association '
<br />the corporation or
<br />
<br />f
<br />
<br />317 .21. Officer
<br />
<br />Subdivision 1
<br />vide otherwise"1
<br />offices of presid
<br />and agents deel
<br />
<br />(2) Unless the
<br />need not be dir,
<br />
<br />(3) Any of th
<br />
<br />person.
<br />
<br />j;
<br />~.
<br />,
<br />
<br />Subd. 3. R
<br />persons authol
<br />officer's contI"
<br />
<br />Subd. 4. }.
<br />ment of the t
<br />absence of su
<br />
<br />(2) An offie
<br />an ordinarily
<br />exercise.
<br />
<br />(3) When 2
<br />the board of
<br />
<br />Amended by I
<br />
<br />~
<br />i
<br />
<br />;fi.
<br />:i
<br />;,
<br />t
<br />
<br />1980 Amen
<br />former text s,
<br />1986 Amer
<br />removed gene
<br />human bein~
<br />ing by refere
<br />
<br />317.22. Me
<br />
<br />
<br />Subd. 6.
<br />are permit!
<br />(2) The 1
<br />the persoD
<br />(3) ExCE
<br />(a) the :
<br />- (b) an 8
<br />bas been
<br />(c) whe
<br />member's
<br />~el
<br />
<br />{
<br />
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