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4-36-301. Standard of conduct for directors.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-36-301. Standard of conduct for directors.
(a) 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, and individual directors of a benefit corporation:
(1) Shall consider the effects of an action or inaction on:
(A) The shareholders of the benefit corporation;
(B) The employees and work force of the benefit corporation, its subsidiaries, and its suppliers;
(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
(E) The local and global environment;
(F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(G) The ability of the benefit corporation to accomplish its general public benefit purpose and a specific public benefit purpose;
(2) May consider other pertinent factors or the interests of a group that they consider appropriate; and
(3) Need not give priority to the interests of a particular person or group referred to in subdivision (a)(1) or subdivision (a)(2) of this section over the interests of another person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpos
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-36-301
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Record provenance
Stable record: arkansas_code:legal_authorities:4-36-301
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 89b06f03e9cdaaeba2f96c990172ab9329002f8106187ba35f9b51b53ede4067
Source location: content.xml paragraph 24744
Stored source content
4-36-301. Standard of conduct for directors.
(a) 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, and individual directors of a benefit corporation:
(1) Shall consider the effects of an action or inaction on:
(A) The shareholders of the benefit corporation;
(B) The employees and work force of the benefit corporation, its subsidiaries, and its suppliers;
(C) The interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation;
(D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
(E) The local and global environment;
(F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the benefit corporation; and
(G) The ability of the benefit corporation to accomplish its general public benefit purpose and a specific public benefit purpose;
(2) May consider other pertinent factors or the interests of a group that they consider appropriate; and
(3) Need not give priority to the interests of a particular person or group referred to in subdivision (a)(1) or subdivision (a)(2) of this section over the interests of another person or group unless the benefit corporation has stated in its articles of incorporation its intention to give priority to certain interests related to its accomplishment of its general public benefit purpose or of a specific public benefit purpose identified in its articles of incorporation.
(b) The consideration of interests and factors required by subsection (a) of this section does not constitute a violation of § 4-27-801.
(c) A director is not personally liable for monetary damages for:
(1) Action taken as a director if the director performed the duties of office in compliance with § 4-27-801; or
(2) Failure of the benefit corporation to pursue a general public benefit or a specific public benefit.
(d) A director does not have a duty to a person that is a beneficiary of a general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.
Cross-references
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-801. Requirement for and duties of board of directors.
(a) Except as provided in subsection (c) of this section, each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
(c) A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-801
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-27-801. This identifies an authority to review, not proof of applicability.