Section 14: Benefit enforcement proceeding
205 words·~1 min read·
/ma/part-i/title-xxii/chapter-156e/14·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Section 14. (a)(1) The duties under this chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced only in a benefit enforcement proceeding.
(2)Except in a benefit enforcement proceeding, no person shall bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:
(i)failure to pursue or create general or specific public benefits set forth in its articles; or
(ii)a violation of a duty or standard of conduct under this chapter.
(3)A benefit corporation shall not be liable for monetary damages under this chapter for any failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.
(b)A benefit enforcement proceeding shall be commenced or maintained only:
(1)directly by the benefit corporation; or
(2)derivatively by:
(i)a shareholder;
(ii)a director;
(iii)a person or group of persons that owns beneficially or of record 5 per cent or more of the equity interests in an association of which the benefit corporation is a subsidiary; or
(iv)other persons as specified in the articles of organization, bylaws or shareholder agreement of the benefit corporation.