§ 304a-201

304A.201 STANDARD OF CONDUCT FOR DIRECTORS. Subdivision 1. Considerations for a general benefit corporation. In discharging the duties of the position of director of a general benefit corporation, a director: (1) shall consider the effects of any proposed, contemplated, or actual conduct on: (i) the general benefit corporation's ability to pursue general public benefit; (ii) if the articles also state a specific public benefit purpose, the general benefit corporation's ability to pursue its specific public benefit; and (iii) the interests of the constituencies stated in section 302A.251, subdivision 5, including the pecuniary interests of its shareholders; and (2) may not give regular, presumptive, or permanent priority to: (i) the pecuniary interests of the shareholders; or (ii) any other interest or consideration unless the articles identify the interest or consideration as having priority. Subd. 2. Considerations for a specific benefit corporation. In discharging the duties of the position of director of a specific benefit corporation, a director: (1) shall consider the effects of any proposed, contemplated, or actual conduct on: (i) the pecuniary interest of its shareholders;

position of director of a specific benefit corporation, a director: (1) shall consider the effects of any proposed, contemplated, or actual conduct on: (i) the pecuniary interest of its shareholders; and (ii) the specific benefit corporation's ability to pursue its specific public benefit purpose; (2) may consider the interests of the constituencies stated in section 302A.251, subdivision 5; and (3) may not give regular, presumptive, or permanent priority to: (i) the pecuniary interests of the shareholders; or (ii) any other interest or consideration unless the articles identify the interest or consideration as having priority. Subd. 3. Liability. A director who performs the duties of a director stated in subdivisions 1 and 2 is not liable by reason of being or having been a director of a public benefit corporation. Subd. 4. Other applicable law. The conduct and liability of a director of a public benefit corporation is subject to section 302A.251, subdivisions 1, 2, 3, and 4. Subd. 5. Duty of loyalty. The articles of a public benefit corporation may include a provision that any disinterested failure to satisfy subdivision 1 or 2 of this section shall not, for purposes of this

. 5. Duty of loyalty. The articles of a public benefit corporation may include a provision that any disinterested failure to satisfy subdivision 1 or 2 of this section shall not, for purposes of this section or section 302A.251, subdivision 4, constitute a breach of the duty of loyalty. History: 2014 c 172 s 8