Oregon Revised Statutes Corporations and Partnerships § 60.764

(a) To the extent the member, officer or manager has the discretion to take the action or to decide not to act;

(b) If, in the member's, officer's or manager's reasonable judgment, the action or decision not to act may have a material effect on the general public benefit or a specific public benefit the benefit company provides; and

(c) In accordance with the provisions of ORS 60.760 (1) to (3) for a governor's consideration of the effects of the action or the decision not to act.

(3)(a) A member, officer or manager of a benefit company is not personally liable for money damages as a consequence of taking an action or deciding not to act if the member, officer or manager discharged the member's, officer's or manager's duties in accordance with this section and with ORS 60.374 and 60.377 or with ORS 63.155, as appropriate for the benefit company's form of organization.

(b) A member, officer or manager of a benefit company is not personally liable for money damages for the benefit company's failure to provide a general public benefit or a specific public benefit.

(c) A member, officer or manager of a benefit company does not have a duty to a person as a consequence of the person's status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides.