2017 ORS 60.760¹
Duties of, standard of conduct for and liabilities of governor of benefit company

(1) A governor of a benefit company shall act in the best interests of the benefit company and shall discharge the governor’s duties as provided for a director of a corporation in ORS 60.357 (General standards for directors), or as provided for a member or manager of a limited liability company under ORS 63.155 (Duties and standard of conduct), as appropriate for the benefit company’s 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 company’s subsidiaries and suppliers;

(c) The benefit company’s subsidiaries and suppliers;

(d) The interests the benefit company’s 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 company’s 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 company’s 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 company’s 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 company’s ability to fulfill the benefit company’s general public benefit purpose and any specific public benefit identified in the benefit company’s 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 company’s articles of incorporation or articles of organization identify an interest to which the governor must give priority.

(4) A governor’s consideration under this section of the effects of an action, or a decision not to act, is in accordance with ORS 60.357 (General standards for directors) or 63.155 (Duties and standard of conduct) as ORS 60.357 (General standards for directors) or 63.155 (Duties and standard of conduct) 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 governor’s duties in accordance with this section and with ORS 60.357 (General standards for directors) or 63.155 (Duties and standard of conduct), as appropriate for the benefit company’s form of organization.

(b) A governor of a benefit company is not personally liable for money damages for the benefit company’s 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 person’s status as a beneficiary of the general public benefit or a specific public benefit that the benefit company provides. [2013 c.269 §6]

Note: See note under 60.750 (Definitions for ORS 60.750 to 60.770).

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.