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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
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

Title 18, § 1207.
Title 18, § 1206.
18 Okl. St. Ann. § 1208, OK ST T. 18 § 1208
Current with emergency effective legislation through Chapter 378 of the Second Regular Session of the 59th Legislature (2024). Some sections may be more current, see credits for details.
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