Section 351.1072

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 351

Effective - 28 Aug 2011   

  351.1072.  Discharge of duties, directors. — 1.  A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care that an ordinary, prudent person in a like position would exercise under similar circumstances.  A person who so performs such person's duties is not liable by reason of being or having been a director of the cooperative.

  2.  (1)  A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, relating to cooperative matters in each case prepared or presented by one or more of the following:

  (a)  One or more officers or employees of the cooperative who the director reasonably believes to be reliable and competent in the matters presented;

  (b)  Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or

  (c)  A committee of the board upon which the director does not serve, duly established by the board, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.

  (2)  A director is not relieved of liability for acts based on such director's reliance on information under subdivision (1) of this subsection where such director has knowledge that makes such reliance unwarranted.

  3.  A director who is present at a meeting of the board when an action is approved by the directors in accordance with section 351.1063 is presumed to have assented to the action approved, unless the director:

  (1)  Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, in which case the director is not considered to be present at the meeting for any purpose of sections 351.1000 to 351.1228;

  (2)  Votes against the action at the meeting; or

  (3)  Is prohibited by a conflict of interest from voting on the action.

  4.  A director's first duty of loyalty is to the cooperative.  A director is under a duty to share all of such director's knowledge and opportunities that arise with respect to or are related to the business of the cooperative first to the cooperative, and if the cooperative shall choose not to act on such information or opportunity, then, unless otherwise directed by the cooperative, such director may exploit such information or opportunity for such director's own gain.

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(L. 2011 S.B. 366)