Okla. Stat. tit. 18, § 18-1207: Duties of board of directors, committees of the board and

individual directors.

A. In discharging the duties of their respective positions and

in considering the best interests of the benefit corporation, the

board of directors, committees of the board and individual directors

of a benefit corporation:

1. Shall 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, its subsidiaries and its suppliers,

c. the interests of customers as beneficiaries of the

general public benefit or a specific public benefit

purpose of the benefit corporation,

d. 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,

e. the local and global environment,

f. 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

g. the ability of the benefit corporation to accomplish

its general public benefit purpose and any specific

public benefit purpose; and

2. May consider other pertinent factors or the interests of any

other group that they deem appropriate; but

3. Need not give priority to a particular interest or factor

referred to in paragraph 1 or 2 of this subsection over any other

interest or factor unless the benefit corporation has stated in its

certificate of incorporation its intention to give priority to

certain interests or factors related to the accomplishment of its

general public benefit purpose or of a specific public benefit

purpose identified in its certificate.

B. The consideration of interests and factors in the manner

provided by subsection A of this section shall not constitute a

violation of the duties of directors under the Oklahoma General

Corporation Act or, except as provided in subsection F of Section 6

of this act, the Oklahoma Banking Code.

C. Except as provided in the certificate of incorporation or

bylaws, a director is not personally liable for monetary damages

for:

1. Any action or inaction in the course of performing the

duties of a director under subsection A of this section if the

director was not interested with respect to the action or inaction;

or

2. Failure of the benefit corporation to pursue or create

general public benefit or specific public benefit.

D. A director shall not have a duty to a person who is a

beneficiary of the general public benefit purpose or a specific

public benefit purpose of a benefit corporation arising from the

status of the person as a beneficiary.

E. A director who makes a business judgment in good faith

fulfills the duty under this section if the director:

1. Is not interested in the subject of the business judgment;

2. Is informed with respect to the subject of the business

judgment to the extent the director reasonably believes to be

appropriate under the circumstances; and

3. Rationally believes that the business judgment is in the

best interests of the benefit corporation.