(805 ILCS 40/4.10)

Sec. 4.10. Standard of conduct for officers.

(a) Each officer of a benefit corporation shall consider the interests and factors described in subsection (a) of Section 4.01 in the manner provided in that subsection if:

(1) the officer has discretion to act with respect to a matter; and

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

(b) Exoneration from personal liability. An officer is not personally liable for monetary damages for:

(1) action taken as an officer if the officer performed the duties of the position in compliance with this Section; or

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

(c) Limitation on standing. An officer does 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.

(Source: P.A. 97-885, eff. 1-1-13.)