§ 12

(a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if:\n(1) the officer has discretion to act with respect to a matter; and\n(2) it reasonably appears to the officer that the matter may have a material effect on the creation of a general public benefit or a specific public benefit by the benefit corporation.\n(b) The consideration of interests and factors in the manner described in clause (1) of subsection (a) shall not constitute a violation of section 8.41 of chapter 156D.\n(c) An officer shall not be personally liable for monetary damages for:\n(1) any action or inaction as an officer if the officer performed the duties of the position in compliance with chapter 156D and this section; or\n(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.\n(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.