§ 21.11. Standard of conduct for officers
(a) An officer of a benefit corporation shall consider the interests and factors described
in subsection 21.09(a) of this title in the manner provided in that subsection when:
(1) the officer has discretion in how to act or not act with respect to a matter; and
(2) it reasonably appears to the officer that the matter may have a material effect on:
(A) the creation of general or specific public benefit by the benefit corporation; or
(B) any of the interests or factors referred to in subdivision 21.09(a)(1) of this title.
(b) The consideration of interests and factors in the manner described in subsection (a)
of this section shall not constitute a violation of the fiduciary duty of an officer
to the benefit corporation.
(c) An officer is not liable to the benefit corporation or any person entitled to bring
a benefit enforcement proceeding under section 21.13 of this title for any action or failure to take action in his or her official capacity if the officer
performed the duties of the position in compliance with section 8.41 of this title and with this section.
(d) An officer is not liable for the failure of a benefit corporation to create general
or specific public benefit.
(e) An officer of a benefit corporation shall not have any duty to a person that is a
beneficiary of the general or specific public benefit purposes of the benefit corporation
arising only from the person’s status as a beneficiary.
(f) The articles of incorporation of a benefit corporation may set forth a provision eliminating
or limiting the liability of an officer to the benefit corporation or its shareholders
for money damages for any action taken, or any failure to take any action, solely
as an officer, based on a failure to discharge his or her own duties in accordance
with this chapter, except liability for:
(1) the amount of a financial benefit received by an officer to which the officer is not
entitled;
(2) an intentional or reckless infliction of harm on the benefit corporation or its shareholders;
or
(3) an intentional or reckless criminal act. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011; amended 2011, No. 146 (Adj. Sess.), § 1.)