Sec. 4.01. Standard of Conduct for Directors.

451 words·~2 min read·/il/chapter-805/act-40/4-01

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)Without regard to whether the benefit corporation is subject to Section 8.85 of the Business Corporation Act of 1983, in discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors of a benefit corporation in considering the best interests of the benefit corporation:

(1)shall consider the effects of any action upon:

(A)the shareholders of the benefit corporation;

(B)the employees and work force of the benefit corporation, its subsidiaries, and

its suppliers;

(C)the interests of customers as beneficiaries of the general public benefit or

specific public benefit purposes of the benefit corporation;

(D)community and societal considerations, including those of each community in

which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located;

(E)the local and global environment;

(F)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

(G)the ability of the benefit corporation to accomplish its general public benefit

purpose and any specific public benefit purpose; and

(2)may consider:

(A)considerations listed in Section 8.85 of the Business Corporation Act of 1983;

and

(B)any other pertinent factors or the interests of any other group that they deem

appropriate; but

(3)need not give priority to the interests of a particular person or group referred to

in paragraphs

(1)or

(2)over the interests of another person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or a specific public benefit purpose identified in its articles of incorporation.

(b)The consideration of interests and factors in the manner required by subsection

(a)is in addition to the ability of directors to consider interests and factors as provided in Section 8.85 of the Business Corporation Act of 1983.

(c)A director is not personally liable for monetary damages for:

(1)any action taken as a director if the director performed the duties of office in

compliance with Article 8 of the Business Corporation Act of 1983 and this Section; or

(2)a failure of the benefit corporation to pursue or create general public benefit or

a specific public benefit.

(d)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.