2021 Oklahoma Statutes
Title 18. Corporations
§18-1208. Duties of officers.

A. Each officer of a benefit corporation shall consider the interests and factors described in paragraph 1 of subsection A of Section 7 of this act in the manner provided in paragraph 3 of subsection A of Section 7 of this act 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 by the benefit corporation of general public benefit or a specific public benefit identified in the certificate of incorporation of the benefit corporation.

B. The consideration of interests and factors in the manner provided in subsection A of this section shall not constitute a violation of the duties of an officer, except as provided in subsection F of Section 6 of this act.

C. Except as provided in the certificate of incorporation or bylaws, an officer shall not be personally liable for monetary damages for:

1. An action or inaction as an officer in the course of performing the duties of an officer under subsection A of this section if the officer was not interested with respect to the action or inaction; or

2. Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.

D. An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.

E. An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:

1. Is not interested in the subject of the business judgment;

2. Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and

3. Rationally believes that the business judgment is in the best interests of the benefit corporation.

Added by Laws 2019, c. 45, § 8, eff. Nov. 1, 2019.