§ 12 — Officers; consideration of interests and factors of Sec. 10, subsec. (a); non-liability for monetary damages

Massachusetts § 12

• Jurisdiction: Massachusetts
• Part I: ADMINISTRATION OF THE GOVERNMENT
• Title XXII: CORPORATIONS
• Ch. 156E: BENEFIT CORPORATIONS

Text

Section 12. (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) 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 of a general public benefit or a specific public benefit by the benefit corporation.(b) The consideration of interests and factors in the manner described in clause (1) of subsection (a) shall not constitute a violation of section 8.41 of chapter 156D.(c) An officer shall not be personally liable for monetary damages for:(1) any action or inaction as an officer if the officer performed the duties of the position in compliance with chapter 156D and this section; or(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.