2018 Minnesota Statutes
Chapters 300 - 323A — BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS
Chapter 304A — MINNESOTA PUBLIC BENEFIT CORPORATION ACT
Section 304A.201 — STANDARD OF CONDUCT FOR DIRECTORS.
Subdivision 1. Considerations for a general benefit corporation. In discharging the duties of the position of director of a general benefit corporation, a director:
(1) shall consider the effects of any proposed, contemplated, or actual conduct on:
(i) the general benefit corporation's ability to pursue general public benefit;
(ii) if the articles also state a specific public benefit purpose, the general benefit corporation's ability to pursue its specific public benefit; and
(iii) the interests of the constituencies stated in section 302A.251, subdivision 5, including the pecuniary interests of its shareholders; and
(2) may not give regular, presumptive, or permanent priority to:
(i) the pecuniary interests of the shareholders; or
(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.
Subd. 2. Considerations for a specific benefit corporation. In discharging the duties of the position of director of a specific benefit corporation, a director:
(1) shall consider the effects of any proposed, contemplated, or actual conduct on:
(i) the pecuniary interest of its shareholders; and
(ii) the specific benefit corporation's ability to pursue its specific public benefit purpose;
(2) may consider the interests of the constituencies stated in section 302A.251, subdivision 5; and
(3) may not give regular, presumptive, or permanent priority to:
(i) the pecuniary interests of the shareholders; or
(ii) any other interest or consideration unless the articles identify the interest or consideration as having priority.
Subd. 3. Liability. A director who performs the duties of a director stated in subdivisions 1 and 2 is not liable by reason of being or having been a director of a public benefit corporation.
Subd. 4. Other applicable law. The conduct and liability of a director of a public benefit corporation is subject to section 302A.251, subdivisions 1, 2, 3, and 4.
Subd. 5. Duty of loyalty. The articles of a public benefit corporation may include a provision that any disinterested failure to satisfy subdivision 1 or 2 of this section shall not, for purposes of this section or section 302A.251, subdivision 4, constitute a breach of the duty of loyalty.
History: 2014 c 172 s 8
