§ 33-38-400 — Accountability for benefit corporation.

(A) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board of directors, and individual directors of a benefit corporation, shall consider the effects of any action or decision not to act upon the following: (1) the shareholders of the benefit corporation; (2) the employees and workforce of the benefit corporation, its subsidiaries, and suppliers; (3) the interests of customers to the extent they are beneficiaries of the general or specific public benefit purposes of the benefit corporation; (4) community and societal factors, including the interests of each community in which offices or facilities of the benefit corporation, its subsidiaries, or suppliers are located; (5) the local and global environment; (6) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and (7) the ability of the benefit corporation to accomplish its general and any specific public benefit purpose. (B) In addition to the required considerations in subsection (A), a director of a benefit corporation may consider the following: (1) the resources, intent, and past, stated, and potential conduct of any person seeking to acquire control of the benefit corporation; and (2) other pertinent factors or the interests of any other group that the director in good faith considers to be appropriate. (C) A director of a benefit corporation need not give priority to the interests of a particular person or group referred to in subsections (A) and (B) of this section over the interests of any other person or group unless the benefit corporation's articles of incorporation explicitly specify its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose. (D) The consideration of interests and factors in the manner required by this section is not considered to be inconsistent with the requirements of Section 33-38-300. (E) A director is not personally liable for monetary damages for: (1) any act taken as a director, or any omission to act as a director, if the director performed the duties of office in compliance with Sections 33-8-300, 33-8-310, 33-8-320, or 33-8-330; or (2) the failure of the benefit corporation to pursue or create a general or specific public benefit. (F) A director does not have a duty to a person that 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

HISTORY: 2012 Act No. 277, SECTION 1, eff June 14, 2012.