Maine Revised Statutes Title 13-C Sec. 1823 – Standard of conduct for officers
Current as of: 2023 | Check for updates
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1. 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 [PL 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. [PL 2019, c. 328, §1 (NEW).]
[PL 2019, c. 328, §1 (NEW).]
Terms Used In Maine Revised Statutes Title 13-C Sec. 1823
- 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:
A. See Maine Revised Statutes Title 13-C Sec. 1802Corporation: 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 impact on society and the environment, taken as a whole, assessed against a 3rd-party standard, from the business and operations of a benefit corporation. See Maine Revised Statutes Title 13-C Sec. 1802 Specific public benefit: means any particular benefit to society or the environment, including without limitation:
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.
[PL 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 [PL 2019, c. 328, §1 (NEW).]
B. Failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. [PL 2019, c. 328, §1 (NEW).]
[PL 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.
[PL 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; [PL 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 [PL 2019, c. 328, §1 (NEW).]
C. Rationally believes that the business judgment is in the best interests of the benefit corporation. [PL 2019, c. 328, §1 (NEW).]
[PL 2019, c. 328, §1 (NEW).]
SECTION HISTORY
PL 2019, c. 328, §1 (NEW).