(Effective January 1, 2021.) Role of Board of Directors

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  2. Georgia Code
  3. Corporations, Partnerships, and Associations
  4. Business Corporations
  5. Benefit Corporations
  6. (Effective January 1, 2021.) Role of Board of Directors

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  1. In addition to any other duties imposed by this chapter, the board of directors of a benefit corporation shall:
    1. Pursuant to its incorporation, state that the corporation is a benefit corporation in its articles of incorporation;
    2. Consider the public benefit or benefits specified in the benefit corporation's articles of incorporation when managing or directing the business and affairs of the benefit corporation; and
    3. Adopt a standard or standards by which to measure the benefit corporation's performance in pursuing the public benefit or benefits specified in the benefit corporation's articles of incorporation.
  2. Notwithstanding subsection (a) of this Code section or any other provision of this chapter:
    1. Directors of a benefit corporation have no duty to any person on account of such person having any interest in the public benefit or benefits specified in the articles of incorporation; and
    2. Unless otherwise provided in the articles of incorporation, directors of a benefit corporation have no monetary liability to any person for any failure to comply with any duty created by this Code section or any failure of the benefit corporation to pursue a public benefit or benefits as specified in its articles of incorporation.

(Code 1981, §14-2-1806, enacted by Ga. L. 2020, p. 305, § 1-1/HB 230.)


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