Florida Statutes 607.609 – Standard of conduct for officers
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Terms Used In Florida Statutes 607.609
- Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
- Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
- Benefit corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a benefit corporation has not been terminated. See Florida Statutes 607.602
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- General public benefit: means a material, positive effect on society and the environment, taken as a whole, as assessed using a third-party standard which is attributable to the business and operations of a benefit corporation. See Florida Statutes 607.602
- Person: includes an individual and an entity. See Florida Statutes 607.01401
- Specific public benefit: includes , but is not limited to:(a) Providing low-income or underserved individuals or communities with beneficial products or services;(b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(c) Protecting or restoring the environment;(d) Improving human health;(e) Promoting the arts, sciences, or advancement of knowledge;(f) Increasing the flow of capital to entities that have as their stated purpose the provision of a benefit to society or the environment; and(g) Any other public benefit consistent with the purposes of the benefit corporation. See Florida Statutes 607.602(1) If an officer of a benefit corporation reasonably believes that a matter may have a material effect on the ability of the corporation to create, or the creation by the corporation of, general public benefit or a specific public benefit identified in the articles of incorporation and the officer has discretion to act on the matter, the officer shall consider the interests and factors provided in s. 607.607(1).(2) The officer’s consideration of interests and factors under subsection (1) does not constitute a violation of s. 607.0841.(3) Except as provided in the articles of incorporation, an officer is not personally liable for monetary damages to the corporation or to any other person for the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit; however, he or she is subject to s. 607.0841.(4) Except as provided in the articles of incorporation, an officer does not have a duty to a person who is a beneficiary of the general public benefit purpose or any specific public benefit purpose of the benefit corporation arising from the status of the person as a beneficiary.