Standard of conduct for managers and officers

(1) Each manager of a manager-managed benefit company shall consider the interests and factors described in Subsections 16-21-301(1) and (2) when discharging the manager's duties under this chapter and the operating agreement. (2) If a benefit company has a person serving as an officer, the person shall consider the interests and factors described in Subsections 16-21-301(1) and (2) when discharging the person's duties under this chapter and the operating agreement if: (a) the officer has discretion to act with respect to the matter; and (b) it reasonably appears to the officer that the matter may have a material effect on the benefit company's creation of a general public benefit or a specific public benefit identified in the benefit company's certificate of organization. (3) A manager's consideration of the interests and factors described in Subsections 16-21-301(1) and (2) does not constitute a violation of Section 16-20-409. (4) A manager or officer does not have a duty to a person who is a beneficiary of the benefit company's general public benefit purpose or a specific public benefit purpose arising from the person's status as a beneficiary.