Section 12. (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if:

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Terms Used In Massachusetts General Laws ch. 156E sec. 12

  • 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
  • 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.
  • Fiduciary: A trustee, executor, or administrator.
  • Interests: includes any form of membership in a domestic or foreign nonprofit corporation. See Massachusetts General Laws ch. 156D sec. 11.01

(1) the officer has discretion to act with respect to a matter; and

(2) it reasonably appears to the officer that the matter may have a material effect on the creation of a general public benefit or a specific public benefit by the benefit corporation.

(b) The consideration of interests and factors in the manner described in clause (1) of subsection (a) shall not constitute a violation of section 8.41 of chapter 156D.

(c) An officer shall not be personally liable for monetary damages for:

(1) any action or inaction as an officer if the officer performed the duties of the position in compliance with chapter 156D and this section; or

(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.

(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.