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Re-Drafted Minnesota Chapter 302A.251

Incorporating Entire Model Code
Revised 12/17/2002, and as Amended 02/19/04
(New wording in red)


302A.251 Standard of conduct.

Subdivision 1. Standard; liability. A director and/or corporate officer shall discharge the duties of the position of director (i) in good faith, (ii) in a manner the director and/or corporate officer reasonably believes to be in the best interests of the corporation, but not at the expense of the environment, human rights, the public health or safety, the communities in which the corporation operates or the dignity of its employees and (iii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable to the corporation or limited liability corporation or its shareholders by reason of being or having been a director and/or corporate officer of the corporation.

Subd. 2. Reliance. (a) In determining only whether a director and/or corporate officer has acted in a manner the director reasonably believes to be in the best interests of the corporation, that person is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the director and/or corporate officer reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established in accordance with section 302A.241, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.

(b) Paragraph (a) does not apply to a director and/or corporate officer who has knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.

Link to Minneosota Senate File 1529