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General Laws

Section 10. (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation:

(1) shall consider the effects of any action upon:

(i) the shareholders of the benefit corporation;

(ii) the employees and workforce of the benefit corporation, its subsidiaries and its suppliers;

(iii) the interest of customers or clients as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;

(iv) community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located;

(v) the local, regional and global environment;

(vi) the short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and

(vii) the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose; and

(2) may consider:

(i) the interests of the economy of the state, the region and the country under clause (3) of subsection (a) of section 8.30 of chapter 156D; or

(ii) other pertinent factors or the interests of any other group that they considerdeem appropriate.

(b) Directors shall consider the factors in clause (1) of subsection (a) using sound and reasonable judgment in determining corporate actions and the best interests of the benefit corporation. Directors shall not be required to give priority to the interests of a particular person or group referred to in clauses (1) or (2) of said subsection (a) over the interests of any other person or group unless the benefit corporation has stated in its articles its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles.

(c) The consideration of interests and factors in the manner required by subsection (a) shall not constitute a violation of section 8.01 of chapter 156D.

(d) A director shall not be personally liable for monetary damages for:

(1) any action or inaction as a director if the director performed the duties of office in compliance with section 8.30 of chapter 156D and this section; or

(2) failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.

(e) A director 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.

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