§1823. Standard of conduct for officers
1.
General rule.
An officer of a benefit corporation shall consider the interests and factors described in section 1821, subsection 1 in the manner provided in section 1821, subsection 1 if:
A.
The officer has discretion to act with respect to a matter; and
[PL 2019, c. 328, §1 (NEW).]
B.
It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.
[PL 2019, c. 328, §1 (NEW).]
[PL 2019, c. 328, §1 (NEW).]
2.
Coordination with other provisions of law.
The consideration of interests and factors in the manner provided in subsection 1 does not constitute a violation of section 843.
[PL 2019, c. 328, §1 (NEW).]
3.
Exoneration from personal liability.
Except as provided in the articles of incorporation, an officer is not personally liable for monetary damages for:
A.
An action or inaction as an officer in the course of performing the duties of an officer under subsection 1 if the officer performed the duties of the position in compliance with section 843 and this section; or
[PL 2019, c. 328, §1 (NEW).]
B.
Failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.
[PL 2019, c. 328, §1 (NEW).]
[PL 2019, c. 328, §1 (NEW).]
4.
Limitation on standing.
An officer does not have a duty to a person that is a beneficiary of general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
[PL 2019, c. 328, §1 (NEW).]
5.
Business judgments.
An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:
A.
Is not interested in the subject of the business judgment;
[PL 2019, c. 328, §1 (NEW).]
B.
Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and
[PL 2019, c. 328, §1 (NEW).]
C.
Rationally believes that the business judgment is in the best interests of the benefit corporation.
[PL 2019, c. 328, §1 (NEW).]
[PL 2019, c. 328, §1 (NEW).]
SECTION HISTORY
PL 2019, c. 328, §1 (NEW).