4078

(a) The business and affairs of every public benefit corporation organized in accordance with the provisions of this chapter shall be managed by the Board of Directors.\n(b) The Board of Directors, its committees, workgroups, administrative bodies, and other related groups, as created, as well as directors in their individual capacity shall observe the following factors in discharging the duties of their respective positions and shall compensate the effects of any action or inaction upon the following:\n(1) The ability of the corporation to accomplish its general public benefit purposes;\n(2) the shareholders of the corporation;\n(3) the employees of the corporation;\n(4) the interests of customers as beneficiaries of the public benefit;\n(5) the community and societal factors related to the operations of the enterprise;\n(6) the self-sustainability of the corporation; and\n(7) the Board of Directors may consider other pertinent factors or the interests of a group that they consider appropriate.\n(c) The Board of Directors of a public benefit corporation needs not give priority to a particular interest or factor referred to in subsection (b) of this section over any other interest

propriate.\n(c) The Board of Directors of a public benefit corporation needs not give priority to a particular interest or factor referred to in subsection (b) of this section over any other interest or factor, unless the public benefit corporation has stated in its certificate of incorporation or bylaws its intention to give priority to certain interests or factors related to the accomplishment of its general public benefit purposes duly established in its certificate of incorporation.\n(d) In addition to being subject to the interests and factors stated in § 4077(d) and subsection (b) of this section, the operations of the Board of Directors of a public benefit corporation shall:\n(1) Be exempt from any complaint for noncompliance with § 3523 of this title;\n(2) Except as provided in the certificate of incorporation or the bylaws of a public benefit corporation, a director shall not be personally liable for any monetary damages for any action or inaction in the performance of his/her duties established in §§ 3561—3568 of this title resulting from business decisions made in good faith pursuant to the general public benefit stated in its certificate of incorporation, except for

her duties established in §§ 3561—3568 of this title resulting from business decisions made in good faith pursuant to the general public benefit stated in its certificate of incorporation, except for gross negligence, willful action or undue use of privileged information, known as insider trading.\nHistory —Dec. 16, 2009, No. 164, added as § 23.08 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.