                                 CODE OF VIRGINIA

STANDARD OF CONDUCT FOR DIRECTORS (§ 13.1-788)

A. Subject to § 13.1-690, 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, and individual directors of a
benefit corporation:

   1. Shall consider the effects of any corporate action upon:
   				a. The shareholders of the benefit corporation;
   				b. The employees and workforce of the benefit corporation, its
   subsidiaries, and suppliers;
   				c. The interests of customers as beneficiaries of the general or specific
   public benefit purposes of the benefit corporation;
   				d. Community and societal considerations, including those of each
   community in which offices or facilities of the benefit corporation, 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 benefits that may accrue to the benefit corporation from its
   long-term plans and the possibility that these interests and the general and
   specific public benefit purposes of the benefit corporation may be best served
   by the continued independence of the benefit corporation; and
   				g. The ability of the benefit corporation to accomplish its general and
   any specific public benefit purpose;

   2. May consider:
   				a. The resources; intent; and past, stated, and potential conduct of any
   person seeking to acquire control of the benefit corporation; and
   				b. Other pertinent factors or the interests of any other person that they
   deem appropriate; and

   3. Need not give priority to the interests of a particular person referred to
   in subdivisions 1 and 2 over the interests of any other person unless the
   benefit corporation has stated its intention to give priority to interests
   related to a specific public benefit purpose identified in its articles.

B. The consideration of interests and factors in the manner required by
subsection A shall not constitute a violation of &#xA7; 13.1-690 or a director
conflict of interests under &#xA7; 13.1-691.

C. In any proceeding brought by or in the right of a benefit corporation or
brought by or on behalf of the shareholders of a benefit corporation, a director
is not personally liable for monetary damages for:

   1. Any action taken as a director if the director performed the duties of
   office in compliance with &#xA7; 13.1-690 and this section; or

   2. Failure of the benefit corporation to create general public benefit or any
   specific public benefit specified in its articles of incorporation or bylaws
   or otherwise adopted by the board of directors.

HISTORY: 2011, c. 698.