Florida Statutes 607.507 – Standard of conduct for directors
Current as of: 2023 | Check for updates
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(1) In discharging their duties and in considering the best interests of the social purpose corporation, the directors:
(a) Shall consider the effects of any action or inaction upon:
1. The shareholders of the social purpose corporation; and
2. The ability of the social purpose corporation to accomplish its public benefit or any specific public benefit purpose.
Terms Used In Florida Statutes 607.507
- Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
- 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
- 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.
- Person: includes an individual and an entity. See Florida Statutes 607.01401
- Public benefit: means a positive effect, or the minimization of negative effects, taken as a whole, on the environment or on one or more categories of persons or entities, other than shareholders in their capacity as shareholders, of an artistic, charitable, economic, educational, cultural, literary, religious, social, ecological, or scientific nature, from the business and operations of a social purpose corporation. See Florida Statutes 607.502
- Social purpose corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a social purpose corporation has not been terminated. See Florida Statutes 607.502
- Specific public benefit: means a benefit identified as a purpose of the social purpose corporation which is set forth in the articles of incorporation and is consistent with a public benefit. See Florida Statutes 607.502
(b) May consider the effects of any action or inaction upon any of the following:
1. The employees and work force of the social purpose corporation, its subsidiaries, and its suppliers.
2. The interests of customers and suppliers as beneficiaries of the public benefit or specific public benefits of the social purpose corporation.
3. Community and societal factors, including those of each community in which offices or facilities of the social purpose corporation, its subsidiaries, or its suppliers are located.
4. The local and global environment.
5. The short-term and long-term interests of the social purpose corporation, including benefits that may accrue to the social purpose corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the social purpose corporation.
(c) May consider other pertinent factors or the interests of any other group that they deem appropriate.
(d) Are not required to give priority to the interests of a particular person or group referred to in paragraph (a), paragraph (b), or paragraph (c) unless the social purpose corporation states in its articles of incorporation its intention to give such priority.
(e) Are not required to give equal weight to the interests of any particular person or group referred to in paragraph (a), paragraph (b), or paragraph (c) unless the social purpose corporation has stated in its articles of incorporation its intention to give such equal weight.
(2) Except as provided in the articles of incorporation, a director is not personally liable for monetary damages to the corporation, or to any other person, for the failure of the social purpose corporation to pursue or create a public benefit or a specific public benefit. A director is subject to the duties specified in s. 607.0830.
(3) Except as provided in the articles of incorporation, a director does not have a duty to a person who is a beneficiary of the public benefit purpose or any one or more specific public benefit purposes of a social purpose corporation.