2019 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 060 - Private Corporations
Section 60.764 - Duties of, standard of conduct for and liabilities of officers and managers of benefit company.
(1) A member that has management duties with respect to a benefit company, or an officer or a manager of a benefit company, shall act in the best interests of the benefit company and shall discharge the member’s, officer’s or manager’s duties as provided in ORS 60.374 and 60.377 or in ORS 63.155, as appropriate for the benefit company’s form of organization. In addition, the member, officer or manager shall consider the effects of an action of the member, officer or manager or of the benefit company, or of a decision not to act:
(a) To the extent the member, officer or manager has the discretion to take the action or to decide not to act;
(b) If, in the member’s, officer’s or manager’s reasonable judgment, the action or decision not to act may have a material effect on the general public benefit or a specific public benefit the benefit company provides; and
(c) In accordance with the provisions of ORS 60.760 (1) to (3) for a governor’s consideration of the effects of the action or the decision not to act.
(2) A member’s, officer’s or manager’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.374 and 60.377 or with ORS 63.155, as appropriate for the benefit company’s form of organization, as those provisions apply to a member, officer or manager of a benefit company.
(3)(a) A member, officer or manager of a benefit company is not personally liable for money damages as a consequence of taking an action or deciding not to act if the member, officer or manager discharged the member’s, officer’s or manager’s duties in accordance with this section and with ORS 60.374 and 60.377 or with ORS 63.155, as appropriate for the benefit company’s form of organization.
(b) A member, officer or manager of a benefit company is not personally liable for money damages for the benefit company’s failure to provide a general public benefit or a specific public benefit.
(c) A member, officer or manager of a benefit company does not have a duty to a person as a consequence of the person’s status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. [2013 c.269 §8]
Note: See note under 60.750.
