Sec. 5. Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by IC 23-1-37, a benefit director is not personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing (other than a conflict of interest transaction described in IC 23-1-35-2(a)), willful misconduct, recklessness, or a knowing violation of law.
As added by P.L.93-2015, SEC.3.
Structure Indiana Code
Title 23. Business and Other Associations
Article 1.3. Benefit Corporations
23-1.3-6-2. Elect; Independent; Presumed Not Independent; Additional Qualification Requirements
23-1.3-6-5. Immune From Personal Liability
23-1.3-6-6. Benefit Directors of Professional Corporations
23-1.3-6-7. Powers and Duties Exercised by Persons Other Than Directors