ORS 60.766 Proceedings against benefit company; when allowed; who may commence

Except as provided in subsection (2) of this section, a person may not commence a proceeding against a benefit company, or against the governors, members, officers or managers of a benefit company, to assert a claim that the benefit company, governors, members, officers or managers:

Failed to pursue, create or provide a general public benefit or a specific public benefit identified in the benefit company’s articles of incorporation or articles of organization; or

Violated a duty or a standard of conduct prescribed under ORS 60.750 to 60.770.

A person may commence a direct or derivative proceeding, as appropriate, to compel a benefit company to provide a general public benefit or a specific public benefit or to require a governor, member, officer or manager to act in accordance with a duty or a standard of conduct set forth in the benefit company’s articles of incorporation or articles of organization, or prescribed under ORS 60.750 to 60.770, only if the person is:

The benefit company;

A governor;

A shareholder or member; or

Another person identified in the benefit company’s bylaws, articles of incorporation or articles of organization as having a right to commence a proceeding under this section.

A benefit company is not liable for money damages as a consequence of failing to provide a general public benefit or a specific public benefit.