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Florida Statutes Title XXXVI. Business Organizations § 607.607. Standard of conduct for directors

Current as of January 01, 2025 | Updated by Findlaw Staff

(1) In discharging their duties and in considering the best interests of the benefit corporation, the directors:

(a) Shall consider the effects of any action or inaction upon:

1. The shareholders of the benefit corporation;

2. The employees and workforce of the benefit corporation, its subsidiaries, and its suppliers;

3. The interests of customers and suppliers as beneficiaries of the general public benefit and any specific public benefit purposes of the benefit corporation;

4. 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;

5. The local and global environment;

6. 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

7. The ability of the benefit corporation to accomplish its general public benefit purpose and each of its specific public benefit purposes, if any.

(b) May consider other pertinent factors or the interests of any other group that they deem appropriate.

(c) Are not required to give priority to the interests of a particular person or group referred to in paragraph (a) or paragraph (b) over the interests of any other person or group, unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests.

(d) Are not required to give equal weight to the interests of a particular person or group referred to in paragraph (a) or paragraph (b) unless the benefit corporation has stated in its articles of incorporation its intention to give such equal weight.

(2) Except as provided in the articles of incorporation, a director is not personally liable for monetary damages to the corporation, or to any other person, for the failure of the benefit corporation to pursue or create general public benefit or a specific public benefit. A director is subject to the duties established in s. 607.0830.

(3) Except as provided in the articles of incorporation, a director does not have a duty to a person who is a beneficiary of the general public benefit purpose or any one or more specific public benefit purposes of the benefit corporation.

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Cite this article: FindLaw.com - Florida Statutes Title XXXVI. Business Organizations § 607.607. Standard of conduct for directors - last updated January 01, 2025 | https://codes.findlaw.com/fl/title-xxxvi-business-organizations/fl-st-sect-607-607/

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