Duties of board of directors, committees of the board and individual directors.

  1. Law
  2. Oklahoma Statutes
  3. Corporations
  4. Duties of board of directors, committees of the board and individual directors.

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A. In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation:

1. Shall consider the effects of any action or inaction upon:

  • a.the shareholders of the benefit corporation,
  • b.the employees and workforce of the benefit corporation, its subsidiaries and its suppliers,
  • c.the interests of customers as beneficiaries of the general public benefit or a specific public benefit purpose of the benefit corporation,
  • d.community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located,
  • e.the local and global environment,
  • f.the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation, and
  • g.the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose; and

2. May consider other pertinent factors or the interests of any other group that they deem appropriate; but

3. Need not give priority to a particular interest or factor referred to in paragraph 1 or 2 of this subsection over any other interest or factor unless the benefit corporation has stated in its certificate of incorporation its intention to give priority to certain interests or factors related to the accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its certificate.

B. The consideration of interests and factors in the manner provided by subsection A of this section shall not constitute a violation of the duties of directors under the Oklahoma General Corporation Act or, except as provided in subsection F of Section 6 of this act, the Oklahoma Banking Code.

C. Except as provided in the certificate of incorporation or bylaws, a director is not personally liable for monetary damages for:

1. Any action or inaction in the course of performing the duties of a director under subsection A of this section if the director 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. A director shall not have a duty to a person who 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. A director who makes a business judgment in good faith fulfills the duty under this section if the director:

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 director 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, § 7, eff. Nov. 1, 2019.


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