2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 060 - Private Corporations › Section 60.760 - Duties of, standard of conduct for and liabilities of governor of benefit company.

(1) A governor of a benefit company shall act in the best interests of the benefit company and shall discharge the governor’s duties as provided for a director of a corporation in ORS 60.357, or as provided for a member or manager of a limited liability company under ORS 63.155, as appropriate for the benefit company’s form of organization. In determining the best interests of the benefit company, the governor shall consider how an action of the governor or of the benefit company, or a decision not to act, will affect:
(a) The shareholders or members of the benefit company;
(b) The employees and work force of the benefit company and the employees and work force of the benefit company’s subsidiaries and suppliers;
(c) The benefit company’s subsidiaries and suppliers;
(d) The interests the benefit company’s customers have in receiving a portion of the general public benefit or specific public benefit that the benefit company provides;
(e) The communities that the benefit company’s activities affect including, but not limited to, the communities in which the benefit company is located, operates or has offices or other facilities and in which the benefit company’s subsidiaries and suppliers are located, operate or have offices or other facilities;
(f) The local and global environment;
(g) The short-term and long-term interests of the benefit company, including an interest in benefits that might accrue from the benefit company’s long-term plans and the possibility that the interests of the benefit company are best served by keeping the benefit company independent; and
(h) The benefit company’s ability to fulfill the benefit company’s general public benefit purpose and any specific public benefit identified in the benefit company’s articles of incorporation or articles of organization.
(2) A governor of a benefit company may consider how an action of the governor or of the benefit company, or decision not to act, will affect other interests the governor deems pertinent.
(3) A governor of a benefit company need not give a particular interest identified in subsection (1) or (2) of this section priority over another interest identified in subsection (1) or (2) of this section unless the benefit company’s articles of incorporation or articles of organization identify an interest to which the governor must give priority.
(4) A governor’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.357 or 63.155 as ORS 60.357 or 63.155 applies to the governor.
(5)(a) A governor of a benefit company is not personally liable for money damages as a consequence of taking an action or deciding not to act if the governor discharged the governor’s duties in accordance with this section and with ORS 60.357 or 63.155, as appropriate for the benefit company’s form of organization.
(b) A governor of a benefit company is not personally liable for money damages for the benefit company’s failure to provide a general public benefit or a specific public benefit.
(c) A governor of a benefit company does not have a duty to a person as a consequence of the person’s status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. [2013 c.269 §6]
Note:
See note under 60.750.