{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1208","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1208","heading":"Duties of officers","body":"A. Each officer of a benefit corporation shall consider the\n\ninterests and factors described in paragraph 1 of subsection A of\n\nSection 7 of this act in the manner provided in paragraph 3 of\n\nsubsection A of Section 7 of this act if:\n\n1. The officer has discretion to act with respect to a matter;\n\nand\n\n2. It reasonably appears to the officer that the matter may\n\nhave a material effect on the creation by the benefit corporation of\n\ngeneral public benefit or a specific public benefit identified in\n\nthe certificate of incorporation of the benefit corporation.\n\nB. The consideration of interests and factors in the manner\n\nprovided in subsection A of this section shall not constitute a\n\nviolation of the duties of an officer, except as provided in\n\nsubsection F of Section 6 of this act.\n\nC. Except as provided in the certificate of incorporation or\n\nbylaws, an officer shall not be personally liable for monetary\n\ndamages for:\n\n1. An action or inaction as an officer in the course of\n\nperforming the duties of an officer under subsection A of this\n\nsection if the officer was not interested with respect to the action\n\nor inaction; or\n\n2. Failure of the benefit corporation to pursue or create\n\ngeneral public benefit or specific public benefit.\n\nD. An officer shall not have a duty to a person that 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. An officer who makes a business judgment in good faith\n\nfulfills the duty under this section if the officer:\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 officer 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":"162ece1dedf7e0cc060d93ad8354b329e49aa60ef3cfdc3ecf83f66fa17bf240","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1207","next":"us-ok/okla.-stat.-tit.-18-18-1209"},"notice":"GroundRules: Original legal text. Not legal advice."}