§ 4-36-302 — Benefit director

(a) The board of directors of a benefit corporation may include a director who: (1) Is designated the benefit director; and (2) Has the powers, duties, rights, and immunities provided in this subchapter in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation. (b) (1) The benefit director is elected and may be removed under § 4-27-803 . (2) The benefit director shall be an independent individual. (c) The benefit director may serve concurrently as the benefit officer and the benefit director. (d) The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section. (e) The benefit director shall prepare and the benefit corporation shall include in the annual benefit report to shareholders as required by § 4-36-401 the opinion of the benefit director on: (1) Whether the benefit corporation acted under its general public benefit purpose and a specific public benefit purpose in all material respects during the period covered by the report; (2) Whether the directors complied with § 4-36-301(a) and the officers complied with § 4-36-303(a) ; and (3) Whether the benefit corporation or its directors or officers failed to comply with this section, including a description of the ways in which the benefit corporation or its directors or officers failed to comply. (f) The action or inaction of an individual in the capacity of a benefit director is an action or inaction of that individual in the capacity of a director of the benefit corporation. (g) Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by § 4-26-811 , a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law. (h) The benefit director of a professional corporation does not need to be independent.

Legislative History

Added by Act 2013, No. 1388,§ 1, eff. 8/16/2013.