NRS78B.150. Directors: Duties; liability. [Effective January 1, 2014.]

      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,

Ê 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.

      (Added to NRS by 2013, 414, effective January 1, 2014)