16-6a-823. Limitation of
liability of directors.
(1) (a) Except as provided in Subsection (1)(b), a nonprofit
corporation may eliminate or limit the liability of a director to the nonprofit
corporation or to its members for monetary damages for any action taken or any
failure to take any action as a director, if:
(i) so
provided in:
(A)
the articles of incorporation;
(B)
the bylaws; or
(C)
a resolution; and
(ii) to
the extent permitted in Subsection (3).
(b) Subsection (1)(a) does not permit a nonprofit
corporation from eliminating or limiting the liability of a director for:
(i) the
amount of a financial benefit received by a director to which the director is
not entitled;
(ii) an
intentional infliction of harm on:
(A)
the nonprofit corporation; or
(B)
the members of a nonprofit corporation;
(iii) an
intentional violation of criminal law; or
(iv) a
violation of Section 16-6a-824.
(2) A provision authorized under this section may not
eliminate or limit the liability of a director for any act or omission
occurring prior to the date when the provision becomes effective.
(3) Any provision authorized under this section to be
included in the articles of incorporation may be adopted in the bylaws or by
resolution, but only if the provision is approved by the same percentage of
members of each voting group as would be required to approve an amendment to
the articles of incorporation including the provision.
(4) Any foreign nonprofit corporation authorized to transact
business in this state, except as otherwise provided by law, may adopt any
provision authorized under this section.
Amended by Chapter 386, 2009 General Session