---
urn: urn:us-la:rs:12:1823
citation: "R.S. 12:1823"
status: active
breadcrumb: "Title 12 › Chapter 27 › Part III"
acts_citations:
  - { year: 2012, number: 442, section: 1, effective_date: null, role: enactment }
---

# Standard of conduct for officers

A. Each officer of a benefit corporation shall consider the interests and factors described in R.S. 12:1821 in the manner provided in that Section if all of the following applies:

(1) The officer has discretion to act with respect to the matter.

(2) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or a specific public benefit identified in the articles of the benefit corporation.

B. The consideration of interests and factors pursuant to Subsection A of this Section shall not constitute a violation of R.S. 12:91.

C. An officer shall not be personally liable for monetary damages for either of the following:

(1) An action or omission as an officer if the officer performed the duties of the position pursuant to R.S. 12:91.

(2) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.

D. An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.