Section 12: Officers; consideration of interests and factors of Sec. 10, subsec. (a); non-liability for monetary damages
202 words·~1 min read·
/ma/part-i/title-xxii/chapter-156e/12·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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.