Minn. Stat. » CHAPTER 317A. NONPROFIT CORPORATIONS
Minnesota Statutes

Minn. Stat. § 317A.361 (2026)

Standard Of Conduct

✓ current as of May 2026
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Subdivision 1.Standard; liability.

An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated under section 317A.351 is considered an officer for purposes of this section and sections 317A.467 and 317A.521.

Subd. 2.Not considered trustee.

An officer is not considered to be a trustee with respect to the corporation or with respect to property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.

Notes of Decisions
Cited in 2 cases, 2001–2003 · leading case: Mid-List Press v. Nora, 275 F. Supp. 2d 997 (D. Minnesota 2003).
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Mid-List Press v. Nora, 275 F. Supp. 2d 997 (D. Minnesota 2003). · cites it 2× “Because Nora misappropriated' MLP’s trade name and ISBN and claimed that his book was affiliated with and approved by MLP, a summary finding that he has violated the UDTPA is appropriate. C. Breach of Fiduciary Duty by a Director or Officer MLP next alleges that Nora’s actions…”
Shepherd of the Valley Lutheran Church of Hastings v. Hope Lutheran Church of Hastings, 626 N.W.2d 436 (Minn. Ct. App. 2001). · cites it 2× “Fiduciary Duty An officer of a nonprofit corporation owes a fiduciary duty to that corporation to act in good faith, with honesty in fact, with loyalty, in the best interests of the corporation, and with the care of an ordinary, prudent person under similar circumstances.”
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