Session Laws

Whereas, The deferred operation of this act would tend to defeat its purpose, which is to immediately provide for limitation of the liability of directors of certain business corporations, therefore it is hereby declared to be an emergency law, necessary for the immediate preservation of the public convenience.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. Paragraph (b) of section 13 of chapter 156B of the General Laws, as appearing in the 1984 Official Edition, is hereby amended by inserting after clause (1) the following clause:-

(1 1/2) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section sixty-one or sixty-two, or (iv) for any transaction from which the director derived an improper personal benefit; and.

SECTION 2. Said paragraph (b) of said section 13 of said chapter 156B, as so appearing, is hereby further amended by adding the following paragraph:-

No provision adopted pursuant to clause (1 1/2) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date upon which such provision becomes effective.

SECTION 3. Paragraph (b) of section 6 of chapter 164 of the General Laws, as so appearing, is hereby amended by inserting after clause (1) the following clause:-

(1 1/2) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section sixty-one or sixty-two of chapter one hundred and fifty-six B, or (iv) for any transaction from which the director derived an improper personal benefit; and.

SECTION 4. Said paragraph (b) of said section 6 of said chapter 164, as so appearing, is hereby further amended by adding the following paragraph:-

No provision adopted pursuant to clause (1 1/2) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date upon which such provision becomes effective.

SECTION 5. Section 3 of chapter 180 of the General Laws, as so appearing, is hereby amended by adding the following paragraph:-

The articles of organization, in addition, may state a provision eliminating or limiting the personal liability of officers and directors to the corporation or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of an officer or director (i) for any breach of the officer's or director's duty of loyalty to the corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. No provision adopted pursuant to the provisions of this paragraph shall eliminate or limit the liability of an officer or director for any act or omission occurring prior to the date upon which such provision becomes effective.

SECTION 6. No director, officer or employee of an operating agency established under chapter one hundred and twenty-one B who performs services for such operating agency shall be liable for civil damages for any injury arising out of said services; provided, however, that such injury is not the result of gross negligence, recklessness or intentional misconduct of said director, officer or employee.