Section 1823 - Standard of conduct for officers1.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 [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. [2019, c. 328, §1(NEW).] [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. [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 [2019, c. 328, §1(NEW).]B. Failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. [2019, c. 328, §1(NEW).] [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. [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; [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 [2019, c. 328, §1(NEW).]C. Rationally believes that the business judgment is in the best interests of the benefit corporation. [2019, c. 328, §1(NEW).] [2019, c. 328, §1(NEW).]
Added by 2019, c. 328,§ 1, eff. 9/19/2019.