(1) A governor of a benefit company shall act in the best interests of the benefit company and shall discharge the governors duties as provided for a director of a corporation in ORS 60.357, or as provided for a member or manager of a limited liability company under ORS 63.155, as appropriate for the benefit companys form of organization. In determining the best interests of the benefit company, the governor shall consider how an action of the governor or of the benefit company, or a decision not to act, will affect: (a) The shareholders or members of the benefit company; (b) The employees and work force of the benefit company and the employees and work force of the benefit companys subsidiaries and suppliers; (c) The benefit companys subsidiaries and suppliers; (d) The interests the benefit companys customers have in receiving a portion of the general public benefit or specific public benefit that the benefit company provides; (e) The communities that the benefit companys activities affect including, but not limited to, the communities in which the benefit company is located, operates or has offices or other facilities and in which the benefit companys subsidiaries and suppliers are located, operate or have offices or other facilities; (f) The local and global environment; (g) The short-term and long-term interests of the benefit company, including an interest in benefits that might accrue from the benefit companys long-term plans and the possibility that the interests of the benefit company are best served by keeping the benefit company independent; and (h) The benefit companys ability to fulfill the benefit companys general public benefit purpose and any specific public benefit identified in the benefit companys articles of incorporation or articles of organization. (2) A governor of a benefit company may consider how an action of the governor or of the benefit company, or decision not to act, will affect other interests the governor deems pertinent. (3) A governor of a benefit company need not give a particular interest identified in subsection (1) or (2) of this section priority over another interest identified in subsection (1) or (2) of this section unless the benefit companys articles of incorporation or articles of organization identify an interest to which the governor must give priority. (4) A governors consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.357 or 63.155 as ORS 60.357 or 63.155 applies to the governor. (5)(a) A governor 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 governor discharged the governors duties in accordance with this section and with ORS 60.357 or 63.155, as appropriate for the benefit companys form of organization. (b) A governor of a benefit company is not personally liable for money damages for the benefit companys failure to provide a general public benefit or a specific public benefit. (c) A governor of a benefit company does not have a duty to a person as a consequence of the persons status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. Note: See note under 60.750.
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