2013 Maryland Code
CORPORATIONS AND ASSOCIATIONS
§ 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.

Disclaimer: These codes may not be the most recent version. Maryland may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.