§ 35-1-1409 — Officers -- Duty -- Limits

35-1-1409 . Officers -- duty -- limits. (1) Each officer of a benefit corporation shall consider the interests and factors described in 35-1-1406 in the manner provided in 35-1-1406 whenever the officer:
(a) has discretion to act with respect to a matter; and
(b) reasonably believes that the matter may have a material effect on:
(i) the creation of general public benefit or a specific public benefit by the benefit corporation; or
(ii) any of the interests or factors referred to in 35-1-1406 (2).
(2) The consideration by an officer of interests and factors in the manner described in subsection (1) does not constitute a violation of the duties of the officer.
(3) An officer is not liable for monetary damages under this part for:
(a) any action taken as an officer if the officer performed the duties of the position in compliance with this section; or
(b) any failure of the benefit corporation to create general public benefit or a specific public benefit.
(4) An officer does not have a fiduciary duty to a person who is a beneficiary of the 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

En. Sec. 9, Ch. 306, L. 2015.