Section 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:
(1) the officer has discretion to act with respect to a matter; and
(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.
(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.
(c) An officer shall not be personally liable for monetary damages for:
(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
(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.
(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.
Structure Massachusetts General Laws
Part I - Administration of the Government
Chapter 156e - Benefit Corporations
Section 4 - Organization of Benefit Corporation
Section 5 - Election by Existing Corporation to Convert to Benefit Corporation
Section 6 - Termination of Status as Benefit Corporation
Section 8 - Creation for Benefit Corporation Resulting From Merger, Share Exchange or Conversion
Section 9 - General Public Benefit; Specific Public Benefit
Section 13 - Benefit Officer; Powers and Duties
Section 14 - Benefit Enforcement Proceeding