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Section 12 - Officers; Consideration of Interests and Factors of Sec. 10, Subsec. (A); Non-Liability for Monetary Damages

MA Gen L ch 156e § 12 (2019) (N/A)
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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:

(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.

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