{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1207","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1207","heading":"Duties of board of directors, committees of the board and","body":"individual directors.\n\nA. In discharging the duties of their respective positions and\n\nin considering the best interests of the benefit corporation, the\n\nboard of directors, committees of the board and individual directors\n\nof a benefit corporation:\n\n1. Shall consider the effects of any action or inaction upon:\n\na. the shareholders of the benefit corporation,\n\nb. the employees and workforce of the benefit\n\ncorporation, its subsidiaries and its suppliers,\n\nc. the interests of customers as beneficiaries of the\n\ngeneral public benefit or a specific public benefit\n\npurpose of the benefit corporation,\n\nd. community and societal factors, including those of\n\neach community in which offices or facilities of the\n\nbenefit corporation, its subsidiaries or its suppliers\n\nare located,\n\ne. the local and global environment,\n\nf. the short-term and long-term interests of the benefit\n\ncorporation, including benefits that may accrue to the\n\nbenefit corporation from its long-term plans and the\n\npossibility that these interests may be best served by\n\nthe continued independence of the benefit corporation,\n\nand\n\ng. the ability of the benefit corporation to accomplish\n\nits general public benefit purpose and any specific\n\npublic benefit purpose; and\n\n2. May consider other pertinent factors or the interests of any\n\nother group that they deem appropriate; but\n\n3. Need not give priority to a particular interest or factor\n\nreferred to in paragraph 1 or 2 of this subsection over any other\n\ninterest or factor unless the benefit corporation has stated in its\n\ncertificate of incorporation its intention to give priority to\n\ncertain interests or factors related to the accomplishment of its\n\ngeneral public benefit purpose or of a specific public benefit\n\npurpose identified in its certificate.\n\nB. The consideration of interests and factors in the manner\n\nprovided by subsection A of this section shall not constitute a\n\nviolation of the duties of directors under the Oklahoma General\n\nCorporation Act or, except as provided in subsection F of Section 6\n\nof this act, the Oklahoma Banking Code.\n\nC. Except as provided in the certificate of incorporation or\n\nbylaws, a director is not personally liable for monetary damages\n\nfor:\n\n1. Any action or inaction in the course of performing the\n\nduties of a director under subsection A of this section if the\n\ndirector was not interested with respect to the action or inaction;\n\nor\n\n2. Failure of the benefit corporation to pursue or create\n\ngeneral public benefit or specific public benefit.\n\nD. A director shall not have a duty to a person who is a\n\nbeneficiary of the general public benefit purpose or a specific\n\npublic benefit purpose of a benefit corporation arising from the\n\nstatus of the person as a beneficiary.\n\nE. A director who makes a business judgment in good faith\n\nfulfills the duty under this section if the director:\n\n1. Is not interested in the subject of the business judgment;\n\n2. Is informed with respect to the subject of the business\n\njudgment to the extent the director reasonably believes to be\n\nappropriate under the circumstances; and\n\n3. Rationally believes that the business judgment is in the\n\nbest interests of the benefit corporation.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"db9199aae268f377a9589efc8083a65be98f6033f1f6c384a8f4303f8d9a1eb4","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1206","next":"us-ok/okla.-stat.-tit.-18-18-1208"},"notice":"GroundRules: Original legal text. Not legal advice."}