United States — Utah Act or statute

United States — Utah legislation

Utah Code § 11-13-607, 2016

Directors and officers of a taxed interlocal entity or segment are generally shielded from liability for actions taken in that role, except for certain serious breaches.

Source excerpt

damage limitationdirector liabilityfiduciary dutygovernanceliability limitationmonetary damagesofficer liability

Jurisdiction: United States — Utah
Status: In force
Official identity: Year 2016
Dates: Enacted 2016

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Dates: Enacted 2016

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“Directors and officers of a taxed interlocal entity or segment are generally shielded from liability for actions taken in that role, except for certain serious breaches.”

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Limitations of liability for directors and officers.

Directors and officers of a taxed interlocal entity or segment are generally shielded from liability for actions taken in that role, except for certain serious breaches.

Section 11-13-607

Subsection 11-13-607(2)(b)

Section 11-13-607(2)(b)

Subsection 11-13-607(4)

Section 11-13-607(4)

Subsection 11-13-607(4)(a)(ii)(B)

the organizing resolution or bylaws of the segment; or

Section 11-13-607(4)(a)(ii)(B)

Subsection 11-13-607(5)(b)

Subsections (1)(a) and (b) and (2)(b) apply only to the extent that the taxed interlocal entity, the segment, the director or the officer of the taxed interlocal entity, or the director or the officer of the segment is subject to liability

Section 11-13-607(5)(b)

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Source record from le.utah.gov · Enacted 2016

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Showing 24 of 24 provisions

Provision 24

Part 11-13-6

part 11-13-6 Taxed Interlocal Entities

§ 11-13-607Limitations of liability for directors and officers.Provision

Source excerpt

Directors and officers of a taxed interlocal entity or segment are generally shielded from liability for actions taken in that role, except for certain serious breaches.

Limitations of liability for directors and officers. A director or an officer of a taxed interlocal entity or a segment is not liable to the taxed interlocal entity, the segment, a member of the taxed interlocal entity, a member of the segment, a conservator, receiver, or successor-in-interest of the taxed interlocal entity, or a conservator, receiver, or successor-in-interest of the segment for any action or failure to act as a director or an officer, unless: the director or the officer breaches a fiduciary duty that the director or the officer owes to the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment; and the breach described in Subsection (1)(a) constitutes gross negligence, willful misconduct, or intentional infliction of harm on the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment. Except as provided in Subsection (2)(b) , a taxed interlocal entity or a segment may limit or eliminate the liability of a director or an officer described in Subsection (1) for monetary damages. A taxed interlocal entity or a segment may not limit or eliminate liability of a director or an officer in accordance with Subsection (2)(a) for monetary damages arising out of: a breach of a fiduciary duty; an intentional infliction of harm on the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment; improper financial benefit; or willful misconduct that constitutes an intentional violation of criminal law. The provisions of this section do not affect the liability of a director or an officer for an act or omission that occurred before May 10, 2016. The duties owed by a director or an officer of a taxed interlocal entity or a segment consist of the following: any fiduciary duty; any other duty specified in: the organization agreement or bylaws of the taxed interlocal entity; the organizing resolution or bylaws of the segment; or any contract between the director or the officer and the taxed interlocal entity or the segment; and each duty that applies to a taxed interlocal entity under Title 67, Chapter 16, Utah Public Officers' and Employees' Ethics Act . Each fiduciary duty of a director or an officer of a segment shall be consistent with the fiduciary duties of a director or an officer of the segment's associated entity. Nothing in this section nor any action taken by a taxed interlocal entity, a segment, a director or an officer of a taxed interlocal entity, or a director or an officer of a segment constitutes a waiver of any immunity or defense available under Title 63G, Chapter 7, Governmental Immunity Act of Utah . Subsections (1)(a) and (b) and (2)(b) apply only to the extent that the taxed interlocal entity, the segment, the director or the officer of the taxed interlocal entity, or the director or the officer of the segment is subject to liability under Title 63G, Chapter 7, Governmental Immunity Act of Utah .

Section 11-13-607Verify source

§ 11-13-607(1)Subsection 11-13-607(1)Provision

Source excerpt

A director or officer of a taxed interlocal entity or segment is generally not liable for acts or omissions in that role, unless the person breaches a fiduciary duty and the breach amounts to gross negligence, willful misconduct, or intentional infliction of harm.

A director or an officer of a taxed interlocal entity or a segment is not liable to the taxed interlocal entity, the segment, a member of the taxed interlocal entity, a member of the segment, a conservator, receiver, or successor-in-interest of the taxed interlocal entity, or a conservator, receiver, or successor-in-interest of the segment for any action or failure to act as a director or an officer, unless: the director or the officer breaches a fiduciary duty that the director or the officer owes to the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment; and the breach described in Subsection (1)(a) constitutes gross negligence, willful misconduct, or intentional infliction of harm on the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment.

Section 11-13-607(1)Verify source

§ 11-13-607(1)(a)Subsection 11-13-607(1)(a)Provision

Source excerpt

the director or the officer breaches a fiduciary duty that the director or the officer owes to the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment; and

Section 11-13-607(1)(a)Verify source

§ 11-13-607(1)(b)Subsection 11-13-607(1)(b)Provision

Source excerpt

the breach described in Subsection (1)(a) constitutes gross negligence, willful misconduct, or intentional infliction of harm on the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment.

Section 11-13-607(1)(b)Verify source

§ 11-13-607(2)Subsection 11-13-607(2)Provision

Source excerpt

A taxed interlocal entity or segment may limit or eliminate a director’s or officer’s liability for monetary damages, except for certain damages tied to fiduciary breach, intentional harm, improper financial benefit, or willful criminal-law violations.

Except as provided in Subsection (2)(b) , a taxed interlocal entity or a segment may limit or eliminate the liability of a director or an officer described in Subsection (1) for monetary damages. A taxed interlocal entity or a segment may not limit or eliminate liability of a director or an officer in accordance with Subsection (2)(a) for monetary damages arising out of: a breach of a fiduciary duty; an intentional infliction of harm on the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment; improper financial benefit; or willful misconduct that constitutes an intentional violation of criminal law.

Section 11-13-607(2)Verify source

§ 11-13-607(2)(a)Subsection 11-13-607(2)(a)Provision

Source excerpt

Except as provided in Subsection (2)(b), a taxed interlocal entity or a segment may limit or eliminate the liability of a director or officer for monetary damages.

Except as provided in Subsection (2)(b) , a taxed interlocal entity or a segment may limit or eliminate the liability of a director or an officer described in Subsection (1) for monetary damages.

Section 11-13-607(2)(a)Verify source

§ 11-13-607(2)(b)Subsection 11-13-607(2)(b)Provision

Source excerpt

A taxed interlocal entity or a segment may not limit or eliminate liability of a director or an officer in accordance with Subsection (2)(a) for monetary damages arising out of: a breach of a fiduciary duty; an intentional infliction of harm on the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment; improper financial benefit; or willful misconduct that constitutes an intentional violation of criminal law.

Section 11-13-607(2)(b)Verify source

§ 11-13-607(2)(b)(i)Subsection 11-13-607(2)(b)(i)Provision

Source excerpt

a breach of a fiduciary duty;

Section 11-13-607(2)(b)(i)Verify source

§ 11-13-607(2)(b)(ii)Subsection 11-13-607(2)(b)(ii)Provision

Source excerpt

This text describes intentional harm to a taxed interlocal entity, its segment, or a member of either.

an intentional infliction of harm on the taxed interlocal entity, the segment, a member of the taxed interlocal entity, or a member of the segment;

Section 11-13-607(2)(b)(ii)Verify source

§ 11-13-607(2)(b)(iii)Subsection 11-13-607(2)(b)(iii)Provision

Source excerpt

improper financial benefit; or

Section 11-13-607(2)(b)(iii)Verify source

§ 11-13-607(2)(b)(iv)Subsection 11-13-607(2)(b)(iv)Provision

Source excerpt

Willful misconduct is described here as conduct that constitutes an intentional violation of criminal law.

willful misconduct that constitutes an intentional violation of criminal law.

Section 11-13-607(2)(b)(iv)Verify source

§ 11-13-607(3)Subsection 11-13-607(3)Provision

Source excerpt

This section does not change the liability of a director or officer for an act or omission before May 10, 2016.

The provisions of this section do not affect the liability of a director or an officer for an act or omission that occurred before May 10, 2016.

Section 11-13-607(3)Verify source

§ 11-13-607(4)Subsection 11-13-607(4)Provision

Source excerpt

The duties owed by a director or an officer of a taxed interlocal entity or a segment consist of the following: any fiduciary duty; any other duty specified in: the organization agreement or bylaws of the taxed interlocal entity; the organizing resolution or bylaws of the segment; or any contract between the director or the officer and the taxed interlocal entity or the segment; and each duty that applies to a taxed interlocal entity under Title 67, Chapter 16, Utah Public Officers' and Employees' Ethics Act . Each fiduciary duty of a director or an officer of a segment shall be consistent with the fiduciary duties of a director or an officer of the segment's associated entity.

Section 11-13-607(4)Verify source

§ 11-13-607(4)(a)Subsection 11-13-607(4)(a)Provision

Source excerpt

A director or officer of a taxed interlocal entity or segment owes the duties listed in this subsection.

Section 11-13-607(4)(a)Verify source

§ 11-13-607(4)(a)(i)Subsection 11-13-607(4)(a)(i)Provision

Source excerpt

any fiduciary duty;

Section 11-13-607(4)(a)(i)Verify source

§ 11-13-607(4)(a)(ii)Subsection 11-13-607(4)(a)(ii)Provision

Source excerpt

any other duty specified in: the organization agreement or bylaws of the taxed interlocal entity; the organizing resolution or bylaws of the segment; or any contract between the director or the officer and the taxed interlocal entity or

Section 11-13-607(4)(a)(ii)Verify source

§ 11-13-607(4)(a)(ii)(A)Subsection 11-13-607(4)(a)(ii)(A)Provision

Source excerpt

the organization agreement or bylaws of the taxed interlocal entity;

Section 11-13-607(4)(a)(ii)(A)Verify source

§ 11-13-607(4)(a)(ii)(B)Subsection 11-13-607(4)(a)(ii)(B)Provision

Source excerpt

the organizing resolution or bylaws of the segment; or

Section 11-13-607(4)(a)(ii)(B)Verify source

§ 11-13-607(4)(a)(ii)(C)Subsection 11-13-607(4)(a)(ii)(C)Provision

Source excerpt

any contract between the director or the officer and the taxed interlocal entity or the segment; and

Section 11-13-607(4)(a)(ii)(C)Verify source

§ 11-13-607(4)(a)(iii)Subsection 11-13-607(4)(a)(iii)Provision

Source excerpt

A taxed interlocal entity is subject to each duty that applies under Title 67, Chapter 16, the Utah Public Officers' and Employees' Ethics Act.

each duty that applies to a taxed interlocal entity under Title 67, Chapter 16, Utah Public Officers' and Employees' Ethics Act .

Section 11-13-607(4)(a)(iii)Verify source

§ 11-13-607(4)(b)Subsection 11-13-607(4)(b)Provision

Source excerpt

A director or officer of a segment must keep each fiduciary duty consistent with the fiduciary duties of the segment’s associated entity.

Each fiduciary duty of a director or an officer of a segment shall be consistent with the fiduciary duties of a director or an officer of the segment's associated entity.

Section 11-13-607(4)(b)Verify source

§ 11-13-607(5)Subsection 11-13-607(5)Provision

Source excerpt

This section says that actions under it do not waive any immunity or defense under the Utah Governmental Immunity Act.

Nothing in this section nor any action taken by a taxed interlocal entity, a segment, a director or an officer of a taxed interlocal entity, or a director or an officer of a segment constitutes a waiver of any immunity or defense available under Title 63G, Chapter 7, Governmental Immunity Act of Utah . Subsections (1)(a) and (b) and (2)(b) apply only to the extent that the taxed interlocal entity, the segment, the director or the officer of the taxed interlocal entity, or the director or the officer of the segment is subject to liability under Title 63G, Chapter 7, Governmental Immunity Act of Utah .

Section 11-13-607(5)Verify source

§ 11-13-607(5)(a)Subsection 11-13-607(5)(a)Provision

Source excerpt

Actions taken by a taxed interlocal entity, segment, director, or officer do not waive any immunity or defense under the Utah Governmental Immunity Act.

Section 11-13-607(5)(a)Verify source

§ 11-13-607(5)(b)Subsection 11-13-607(5)(b)Provision

Source excerpt

Section 11-13-607(5)(b)Verify source

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Utah Code § 11-13-607, 2016

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