An officer of a benefit corporation shall consider the interests and factors described in Subsection 16-10b-301(1) in the manner provided in Subsections 16-10b-301(1) and (2) if:
Terms Used In Utah Code 16-10b-303
Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
Benefit corporation: means a business corporation:
(a)
that elects to become subject to this chapter; and
(b)
the status of which as a benefit corporation has not been terminated. See Utah Code 16-10b-103
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
General public benefit: means a material positive impact on society and the environment:
providing low-income or underserved individuals or communities with beneficial products or services;
(b)
promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
(c)
protecting or restoring the environment;
(d)
improving human health;
(e)
promoting the arts, sciences, or advancement of knowledge;
(f)
increasing the flow of capital to entities with a purpose to benefit society or the environment; and
(g)
conferring any other particular benefit on society or the environment. See Utah Code 16-10b-103
(a)
the officer has discretion to act with respect to a matter; and
(b)
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 articles of incorporation of the benefit corporation.
(2)
The consideration of interests and factors in the manner described in Subsection (1) may not constitute a violation of Section 16-10a-831 or 16-10a-840.
(3)
Except as provided in the articles of incorporation or bylaws of a benefit corporation, an officer is not personally liable for monetary damages for:
(a)
an action or inaction as an officer in the course of performing the duties of an officer under Subsection (1) if the officer performed the duties of the position in compliance with Section 16-10a-831 or 16-10a-840 and this section; or
(b)
failure of the benefit corporation to pursue or create general public benefit or specific public benefit.
(4)
An officer does 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.
