{"data":{"id":"us-ma/mass.-gen.-laws-ch.-156e-12","jurisdiction":"us-ma","citation":"Mass. Gen. Laws ch. 156E, § 12","heading":"Officers; consideration of interests and factors of Sec. 10, subsec. (a); non-liability for monetary damages","body":"Section 12. (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if:\n(1) the officer has discretion to act with respect to a matter; and\n(2) it reasonably appears to the officer that the matter may have a material effect on the creation of a general public benefit or a specific public benefit by the benefit corporation.\n(b) The consideration of interests and factors in the manner described in clause (1) of subsection (a) shall not constitute a violation of section 8.41 of chapter 156D.\n(c) An officer shall not be personally liable for monetary damages for:\n(1) any action or inaction as an officer if the officer performed the duties of the position in compliance with chapter 156D and this section; or\n(2) failure of the benefit corporation to pursue or create a general public benefit or a specific public benefit.\n(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.","path":["Part I","Title XXII","Chapter 156E"],"source_url":"https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156E/Section12","current_through":"amendments passed before May 31, 2026","vintage":"","retrieved_at":"2026-09-17T05:23:42Z","sha256":"68e8a5039af2bd9fbce2befa4433b5ec154d7f38cc46fc3340be0f1ae90b66bc","source_id":"us-ma","stale":false,"prev":"us-ma/mass.-gen.-laws-ch.-156e-11","next":"us-ma/mass.-gen.-laws-ch.-156e-13"},"notice":"GroundRules: Original legal text. Not legal advice."}