2013 Maryland Code
§ 5-6C-07 - Duties of director

MD Corp & Assn Code § 5-6C-07 (2013) What's This?

(a) Consideration of effects on decision making. -- A director of a benefit corporation, in performing the duties of a director, including the director's duties as a member of a committee and in addition to the duties described in § 2-405.1 of this article:

(1) In determining what the director reasonably believes to be in the best interests of the benefit corporation, shall consider the effects of any action or decision not to act on:

(i) The stockholders of the benefit corporation;

(ii) The employees and workforce of the benefit corporation and the subsidiaries and suppliers of the benefit corporation;

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

(iv) Community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or the subsidiaries or suppliers of the benefit corporation are located; and

(v) The local and global environment; and

(2) May consider any other pertinent factors or the interests of any other group that the director determines are appropriate to consider.

(b) No duty to beneficiary of a public benefit purpose. -- A director of a benefit corporation, in the performance of duties in that capacity, does not have any duty to a person that is a beneficiary of the public benefit purposes of the benefit corporation.

(c) Immunity from liability. -- A director of a benefit corporation, in the reasonable performance of duties in accordance with the standard provided in this subtitle, shall have the immunity from liability described in § 5-417 of the Courts Article.

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