§ 4-36-303 — Standard of conduct for officers

(a) An officer of a benefit corporation shall consider the interests and factors described in § 4-36-301 if: (1) The officer has discretion to act with respect to a matter; and (2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation. (b) The consideration of interests and factors described in subsection (a) of this section shall not constitute a violation of § 4-27-841 . (c) An officer is not personally liable for monetary damages for: (1) An action or omission as an officer if the officer performed the duties of the position in compliance with § 4-27-841 and this section; or (2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit. (d) An officer does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

Legislative History

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.