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§ 1208. Duties of officers

Oklahoma Statutes AnnotatedTitle 18. CorporationsEffective: November 1, 2019

Oklahoma Statutes Annotated
Title 18. Corporations (Refs & Annos)
Chapter 24. Oklahoma Benefit Corporation Act
Effective: November 1, 2019
18 Okl.St.Ann. § 1208
§ 1208. Duties of officers
Currentness
A. Each officer of a benefit corporation shall consider the interests and factors described in paragraph 1 of subsection A of Section 7 of this act1 in the manner provided in paragraph 3 of subsection A of Section 7 of this act if:
1. The officer has discretion to act with respect to a matter; and
2. 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 certificate of incorporation of the benefit corporation.
B. The consideration of interests and factors in the manner provided in subsection A of this section shall not constitute a violation of the duties of an officer, except as provided in subsection F of Section 6 of this act.2
C. Except as provided in the certificate of incorporation or bylaws, an officer shall not be personally liable for monetary damages for:
1. An action or inaction as an officer in the course of performing the duties of an officer under subsection A of this section if the officer 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. An officer shall 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.
E. An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:
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 officer 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.

Credits

Laws 2019, c. 45, § 8, eff. Nov. 1, 2019.

Footnotes

1
Title 18, § 1207.
2
Title 18, § 1206.
18 Okl. St. Ann. § 1208, OK ST T. 18 § 1208
Current with emergency effective legislation through Chapter 317 of the First Regular Session of the 59th Legislature (2023). Some sections may be more current, see credits for details.
End of Document