§ 29-1303.03 — Standard of conduct for officers.

District of Columbia § 29-1303.03

• Jurisdiction: District of Columbia
• Title 29: Business Organizations. [Enacted title]
• Ch. 13: Benefit Corporations.
• Subch. III: Accountability.

Text

(a) Each officer of a benefit corporation shall consider the interests and factors described and in the manner provided in § 29-1303.01(a) if:

(1) The officer has discretion to act with respect to a matter; and

(2) It is reasonably apparent to the officer that the matter may have a material effect on the creation of 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 as provided by subsection (a) of this section shall not constitute a violation of § 29-306.42 .

(c) An officer is not personally liable for monetary damages for:

(1) Action taken as an officer if the officer performed the duties of the position in compliance with § 29-306.42 and this section; or

(2) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.

(d) An officer does not have a duty to a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the beneficiary’s status.

Legislative History

May 1, 2013, D.C. Law 19-305, § 2(b), 60 DCR 2735