Utah Code 48-4-302. Standard of conduct for managers and officers
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(1) Each manager of a manager-managed benefit company shall consider the interests and factors described in Subsections 48-4-301(1) and (2) when discharging the manager’s duties under this chapter and the operating agreement.
Terms Used In Utah Code 48-4-302
- 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 company: means a limited liability company:(1)(a) that elects to become subject to this chapter; and(1)(b) the status of which as a benefit company has not been terminated. See Utah Code 48-4-103
- General public benefit: means a material positive impact on society and the environment:
(3)(a) taken as a whole;(3)(b) assessed against a third-party standard; and(3)(c) from the business of a benefit company. See Utah Code 48-4-103- Person: means :
(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5- Specific public benefit: includes :
(8)(a) providing low-income or underserved individuals or communities with beneficial products or services;(8)(b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(8)(c) protecting or restoring the environment;(8)(d) improving human health;(8)(e) promoting the arts, sciences, or advancement of knowledge;(8)(f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and(8)(g) conferring any other particular benefit on society or the environment. See Utah Code 48-4-103(2) If a benefit company has a person serving as an officer, the person shall consider the interests and factors described in Subsections 48-4-301(1) and (2) when discharging the person’s duties under this chapter and the operating agreement if:(2)(a) the officer has discretion to act with respect to the matter; and(2)(b) it reasonably appears to the officer that the matter may have a material effect on the benefit company’s creation of a general public benefit or a specific public benefit identified in the benefit company’s certificate of organization.(3) A manager’s consideration of the interests and factors described in Subsections 48-4-301(1) and (2) does not constitute a violation of Section 48-3a-409.(4) A manager or officer does not have a duty to a person who is a beneficiary of the benefit company’s general public benefit purpose or a specific public benefit purpose arising from the person’s status as a beneficiary. - General public benefit: means a material positive impact on society and the environment: