Florida Statutes 607.607 – 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 benefit corporation, the directors:
(a) Shall consider the effects of any action or inaction upon:
1. The shareholders of the benefit corporation;
2. The employees and workforce of the benefit corporation, its subsidiaries, and its suppliers;
3. The interests of customers and suppliers as beneficiaries of the general public benefit and any specific public benefit purposes of the benefit corporation;
4. 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;
5. The local and global environment;
6. 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
7. The ability of the benefit corporation to accomplish its general public benefit purpose and each of its specific public benefit purposes, if any.
Terms Used In Florida Statutes 607.607
- 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
- Benefit corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a benefit corporation has not been terminated. See Florida Statutes 607.602
- 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 effect on society and the environment, taken as a whole, as assessed using a third-party standard which is attributable to the business and operations of a benefit corporation. See Florida Statutes 607.602
- Person: includes an individual and an entity. See Florida Statutes 607.01401
- Specific public benefit: includes , but is not limited to:(a) 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 that have as their stated purpose the provision of a benefit to society or the environment; and(g) Any other public benefit consistent with the purposes of the benefit corporation. See Florida Statutes 607.602(b) May consider other pertinent factors or the interests of any other group that they deem appropriate.(c) Are not required to give priority to the interests of a particular person or group referred to in paragraph (a) or paragraph (b) over the interests of any other person or group, unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests.(d) Are not required to give equal weight to the interests of a particular person or group referred to in paragraph (a) or paragraph (b) unless the benefit 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 benefit corporation to pursue or create general public benefit or a specific public benefit. A director is subject to the duties established 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 general public benefit purpose or any one or more specific public benefit purposes of the benefit corporation.