United States

Missouri - Corporation Legal Requirement

Your company can meet the legal requirement by adding the following Legal Framework into your governing documents (Articles of Incorporation).

PURPOSE CLAUSE:

The purpose of the Company shall include creating a material positive impact on society and the environment, taken as a whole, from the business and operations of the Company.

DIRECTORS CLAUSE:

(a) In discharging the duties of their respective positions and in considering the best interests of the Company, the board of directors, committees of the board, and individual directors shall consider the effects of any action or inaction upon:

(i) the shareholders of the Company;

(ii) the employees and work force of the Company, its subsidiaries, and its suppliers;

(iii) the interests of its customers;

(iv) community and societal factors, including those of each community in which offices or facilities of the Company, its subsidiaries, or its suppliers are located;

(v) the local and global environment;

(vi) the short-term and long-term interests of the Company, 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 Company; and

(vii) the ability of the Company to create a material positive impact on society and the environment, taken as a whole.

(b) In discharging the duties of a director, and in determining what is in the best interests of the Company, a director shall not be required to regard any interest, or the interests of any particular group affected by an action, including the shareholders, as a dominant or controlling interest or factor.

(c) A director does not have a duty to any person other than a shareholder in its capacity as a shareholder with respect to the purpose of the Company or the obligations set forth in this Article, and nothing in this Article express or implied, is intended to create or shall create or grant any right in or for any person other than a shareholder or any cause of action by or for any person other than a shareholder or the corporation.

(d) Notwithstanding the foregoing, a director is entitled to rely on the provisions regarding "best interests" as set forth above in enforcing the rights of a director hereunder, and under state law and such reliance shall not, absent another breach, be construed as a breach of a director's duty of care, even in the context of a change in control transaction where, as a result of weighing the interests set forth in subsection (a)(i)-(vii) above, a director determines to accept an offer, between two competing offers, with a lower price per share.


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