16-10a-841 - Limitation of liability of directors. - Utah Statutes

16-10a-841. Limitation of liability of directors.
(1) Without limiting the generality of Subsection 16-10a-840(4), if so provided in thearticles of incorporation or in the bylaws or a resolution to the extent permitted in Subsection (3),a corporation may eliminate or limit the liability of a director to the corporation or to itsshareholders for monetary damages for any action taken or any failure to take any action as adirector, except liability for:
(a) the amount of a financial benefit received by a director to which he is not entitled;
(b) an intentional infliction of harm on the corporation or the shareholders;
(c) a violation of Section 16-10a-842; or
(d) an intentional violation of criminal law.
(2) No provision authorized under this section may eliminate or limit the liability of adirector 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 ofincorporation may also be adopted in the bylaws or by resolution, but only if the provision isapproved by the same percentage of shareholders of each voting group as would be required toapprove an amendment to the articles of incorporation including the provision.
(4) Any foreign corporation authorized to transact business in this state, including anyfederally chartered depository institution authorized under federal law to transact business in thisstate, may adopt any provision authorized under this section.
(5) With respect to a corporation that is a depository institution regulated by theDepartment of Financial Institutions or by an agency of the federal government, any provisionauthorized under this section may include the elimination or limitation of the personal liability ofa director or officer to the corporation's members or depositors.

Amended by Chapter 200, 1994 General Session