The duties of a director of a benefit corporation are the same as those for a general corporation, except as they relate to the unique provisions in the Model Legislation concerning corporate purpose, accountability, and transparency.

Purpose:

A director of a benefit corporation has a duty to ensure that the benefit corporation meets its statutory corporate purpose to create general public benefit, which is defined as "a material positive impact on society and the environment, taken as a whole, from the business and operations of the benefit corporation."

A director of a benefit corporation, like a director of a general corporation, has a duty to act in a manner that the director reasonably believes to be in the best interests of the corporation.  The difference for a director of a benefit corporation is that pursuing the creation of general public benefit, and any named specific public benefits, is considered to be in the best interests of the corporation.  

Guidance: Creating General Public Benefit

Guidance: Determining Specific Public Benefit Purpose(s)

Accountability:

A director of a benefit corporation has a duty to "consider the effects of any action or inaction upon" the stakeholders of the benefit corporation.  

The Model Legislation defines stakeholders as:

(i) the shareholders of the benefit corporation; (ii) the employees and work force of the benefit corporation, its subsidiaries and its suppliers; (iii) the interests of customers as beneficiaries of the general public benefit or specific public benefit purposes of the benefit corporation; (iv) 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; (v) the local and global environment; (vi) 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 (vii) the ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose."

Guidance: Considering Stakeholder Interests

Transparency:

A director of a benefit corporation has a duty to ensure that the benefit corporation meets its statutory obligations to make publically available an annual benefit report that assesses the overall social and environmental performance of the benefit corporation against a third party standard that meets the criteria listed in the Model Legislation (i.e the third party standard is comprehensive, credible, independent, and transparent).

Guidance: Selecting a Third Party Standard

For more detailed information, please consult Clark, Vranka, etal, Benefit Corporation White Paper .