Virginia Code 13.1-789: Limitation upon liability of officers.
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An officer of a benefit corporation shall have no liability for actions taken that the officer believes, in his good faith business judgment, are consistent with (i) the general public benefit or specific public benefit specified in the articles of incorporation or bylaws or otherwise adopted by the board of directors and (ii) the requirements of any third-party standard then in effect for the corporation.
Terms Used In Virginia Code 13.1-789
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- 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.
- General public benefit: means a material positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation. See Virginia Code 13.1-782
- Specific public benefit: means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict interest of the shareholders of the benefit corporation, including:
1. See Virginia Code 13.1-782
- Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:
1. See Virginia Code 13.1-782
2011, c. 698.