Title 11A: Vermont Business Corporations
Chapter 21: BENEFIT CORPORATIONS
11A V.S.A. § 21.09. Standard of conduct for directors
§ 21.09. Standard of conduct for directors
(a) Each director of a benefit corporation, in discharging his or her duties as a director, including the director's duties as a member of a committee:
(1) shall, in determining what the director reasonably believes to be in the best interests of the benefit corporation, consider the effects of any action or inaction upon:
(A) the shareholders of the benefit corporation;
(B) the employees and workforce of the benefit corporation and its subsidiaries and suppliers;
(C) the interests of customers to the extent they are beneficiaries of the general or specific public benefit purposes of the benefit corporation;
(D) community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located;
(E) the local and global environment; and
(F) the long-term and short-term interests of the benefit corporation, including the possibility that those interests may be best served by the continued independence of the benefit corporation;
(2) may consider any other pertinent factors or the interests of any other group that the director determines are appropriate to consider;
(3) shall not be required to give priority to the interests of any particular person or group referred to in subdivisions (1) or (2) of this subsection 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 interests related to the accomplishment of its general or specific public benefit purposes; and
(4) shall not be subject to a different or higher standard of care when an action or inaction might affect control of the benefit corporation.
(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of section 8.30 of this title.
(c) A director is not liable for the failure of a benefit corporation to create general or specific public benefit.
(d) A director is not liable to the benefit corporation or any person entitled to bring a benefit enforcement proceeding under section 21.13 of this title for any action or failure to take action in his or her official capacity if the director performed the duties of his or her office in compliance with section 8.30 of this title and with this section.
(e) A director of a benefit corporation shall not have any duty to a person who is a beneficiary of the general or specific public benefit purposes of the benefit corporation arising only from the person's status as a beneficiary. If a benefit corporation has adopted a provision in its articles of incorporation authorized by subdivision 2.02(b)(4) of this title, the provision shall also apply to a failure by a director to discharge his or her duties in accordance with this chapter. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011; amended 2011, No. 146 (Adj. Sess.), § 1.)