Nevada § 78B.150 - Directors: Duties; liability

§ 78B.150. Directors: Duties; liability

1. 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 of directors and individual directors of a benefit corporation must consider

the impacts of any action or inaction upon: (a) The shareholders of the benefit corporation. (b) The employees and workforce of the benefit corporation and its subsidiaries and

suppliers. (c) The interests of customers of the benefit corporation as beneficiaries of the

general public benefit purpose or any specific public benefit purpose of the benefit

corporation. (d) Community and societal factors, including, without limitation, factors in the

community in which offices or facilities of the benefit corporation or its subsidiaries

or suppliers are located. (e) The local and global environment. (f) The short-term and long-term interests of the benefit corporation, including,

without limitation, benefits that may accrue to the benefit corporation from its long-term

plans and the possibility that those interests may be best served by control of the

benefit corporation remaining unchanged. (g) The ability of the benefit corporation to accomplish its general public benefit

purpose and any specific public benefit purpose. 2. In discharging their respective duties, the board of directors, committees of the

board of directors and individual directors of a benefit corporation may consider: (a) The resources, intent and conduct, including, without limitation, the past, stated

and potential conduct, of any person seeking to acquire control of the benefit corporation. (b) Any other pertinent factors or the interests of any other person or group. 3. In discharging their respective duties, the board of directors, committees of the

board of directors and individual directors of a benefit corporation are not required

to give priority to any particular factor or the interests of any particular person

or group referred to in subsection 1 or 2 over any other factor or the interests of

any other person or group, unless the benefit corporation has stated its intention

to give priority to a specific public benefit purpose identified in the articles of

incorporation of the benefit corporation. 4. In performing his or her duties, a director of a benefit corporation is entitled

to rely on information, opinions, reports, books of account or statements, including

financial statements and other financial data, that are prepared or presented by: (a) One or more directors, officers or employees of the benefit corporation reasonably

believed to be reliable and competent in the matters prepared or presented; (b) Counsel, public accountants, financial advisers, valuation advisers, investment

bankers or other persons as to matters reasonably believed to be within the preparer's

or presenter's professional or expert competence; or (c) A committee on which the director does not serve, established in accordance with NRS 78.125 , as to matters within the committee's designated authority and matters on which the

committee is reasonably believed to merit confidence, but a director is not entitled to rely on such information, opinions, reports, books

of account or statements if the director has knowledge concerning the matter in question

that would cause reliance thereon to be unwarranted. 5. The consideration of interests and factors in the manner required by this section

does not constitute a violation of NRS 78.138 or 78.139 and is in addition to the ability of directors to consider the interests and factors

set forth in NRS 78.138 and 78.139 . 6. A director of a benefit corporation is not liable for monetary damages for: (a) Any action or inaction in the course of performing the duties of a director under

this section if the director performed the duties of a director in compliance with

this section and NRS 78.138 and 78.139 . (b) Failure of the benefit corporation to pursue or create general public benefit

or any specific public benefit identified in the articles of incorporation of the

benefit corporation pursuant to NRS 78B.140 . 7. A director does not have a duty to a person who is a beneficiary of the general

public benefit purpose or any specific public benefit purpose identified in the articles

of incorporation of the benefit corporation pursuant to NRS 78B.140 arising from the status of the person as a beneficiary. 8. In performing his or her duties, a director of a benefit corporation has the benefit

of the presumptions established by subsection 3 of NRS 78.138 .