35-1-1409. Officers — duty — limits. (1) Each officer of a benefit corporation shall consider the interests and factors described in 35-1-1406 in the manner provided in 35-1-1406 whenever the officer:

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Terms Used In Montana Code 35-1-1409

  • 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 organized in this state that has elected to become subject to this part and whose status as a benefit corporation has not been terminated as provided in 35-1-1408. See Montana Code 35-1-1402
  • 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.
  • General public benefit: means a material, positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation. See Montana Code 35-1-1402
  • Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
  • Specific public benefit: means :

    (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 ordinary course of business;

    (c)preserving the environment;

    (d)improving human health;

    (e)promoting the arts, sciences, or advancement of knowledge;

    (f)increasing the flow of capital to entities with a public benefit purpose; or

    (g)the accomplishment of any other particular benefit for society or the environment. See Montana Code 35-1-1402

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

(b)reasonably believes that the matter may have a material effect on:

(i)the creation of general public benefit or a specific public benefit by the benefit corporation; or

(ii)any of the interests or factors referred to in 35-1-1406(2).

(2)The consideration by an officer of interests and factors in the manner described in subsection (1) does not constitute a violation of the duties of the officer.

(3)An officer is not liable for monetary damages under this part for:

(a)any action taken as an officer if the officer performed the duties of the position in compliance with this section; or

(b)any failure of the benefit corporation to create general public benefit or a specific public benefit.

(4)An officer does not have a fiduciary duty to a person who is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.