(1) The board of directors shall manage or direct the business and affairs of a public benefit corporation in a manner that balances the pecuniary interests of the shareholders, the best interests of those materially affected by the corporation's conduct, and the specific public benefit identified in its articles of incorporation.
(2) A director of a public benefit corporation:
Does not, by virtue of the public benefit provisions of section 7-101-503 (1), have aduty to any person on account of an interest of the person in the public benefit identified in the articles of incorporation or on account of an interest materially affected by the corporation's conduct; and
With respect to a decision implicating the balance requirement in subsection (1) ofthis section, will be deemed to satisfy the director's fiduciary duties to shareholders and the corporation if the director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.
(3) The articles of incorporation of a public benefit corporation may include a provision that a disinterested director's failure to satisfy this section does not, for the purposes of section 7108-401 or 7-108-403 or article 109 of this title 7, constitute an act or omission not in good faith or a breach of the duty of loyalty.
Source: L. 2013: Entire part added, (HB 13-1138), ch. 230, p. 1102, § 1, effective April 1, 2014. L. 2017: (3) amended, (HB 17-1200), ch. 386, p. 2001, § 3, effective August 9. L. 2019: (3) amended, (SB 19-086), ch. 166, p.1965, § 66, effective July 1, 2020.