2018 Indiana Code
TITLE 23. Business and other Associations
ARTICLE 1.3. BENEFIT CORPORATIONS
CHAPTER 5. Standard of Conduct for Directors
23-1.3-5-1. Consideration of interests

     Sec. 1. The following apply to the board of directors, committees of the board of directors, and individual directors of a benefit corporation in discharging the duties of their respective positions and in considering the best interests of the benefit corporation:

(1) The board of directors, committees of the board of directors, and individual directors shall consider the effects of any action or inaction upon all the following:

(A) The shareholders of the benefit corporation.

(B) The employees and workforce of the:

(i) benefit corporation;

(ii) subsidiaries of the benefit corporation; and

(iii) suppliers of the benefit corporation.

(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation.

(D) Community and societal factors, including the factors of each community in which:

(i) offices or facilities;

(ii) subsidiaries; or

(iii) suppliers;

of the benefit corporation are located.

(E) The local and global environment.

(F) The short term and long term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long term plans and the possibility that the interests may be best served by the continued independence of the benefit corporation.

(G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose.

(2) The board of directors, committees of the board of directors, and individual directors may consider other pertinent factors or the interests of any other group that the board of directors, committees of the board of directors, or individual directors consider appropriate.

(3) The board of directors, committees of the board of directors, and individual directors are not required to give priority to a particular interest or factor listed in subdivision (1) or (2) over any other interest or factor unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests or factors related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.

As added by P.L.93-2015, SEC.3.