Standards of conduct for officers

(a) Each officer of a benefit corporation shall consider the interests and factors described in subsection (a) of section 33-1358 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 a general public benefit or any specific public benefit identified in the certificate of incorporation of the benefit corporation. (b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of section 33-765. (c) An officer shall not be personally liable for (1) an act or omission as an officer in the course of performing the duties of an officer under subsection (a) of this section if the officer performed the duties of the position in compliance with section 33-765 and this section, or (2) the failure of the benefit corporation to pursue or create a general public benefit or any 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 any specific public benefit purpose of a benefit corporation based on the status of such person as a beneficiary.