§ 23-1.3-6-2 — Elect; independent; presumed not independent; additional qualification requirements

Indiana § 23-1.3-6-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1.3: BENEFIT CORPORATIONS
• Ch. 6: Benefit Director

Text

(a) A benefit director shall be elected, and may
be removed, in the manner provided under IC 23-1-33.
(b) Except as provided in section 6 or 7 of this chapter, a benefit
director shall be an individual who is independent. An individual is
conclusively presumed not independent under this subsection if any of
the following apply:
(1) The individual:
(A) is; or
(B) has been within the past three (3) years;
an employee, other than a benefit officer, of the benefit
corporation or a subsidiary of the benefit corporation.
(2) An immediate family member of the individual:
(A) is; or
(B) has been within the past three (3) years;
an executive officer, other than a benefit officer, of the benefit
corporation or a subsidiary of the benefit corporation.
(3) There is ownership of at least five percent (5%) of the
outstanding shares of the benefit corporation, calculated as if all
outstanding rights to acquire equity interests in the benefit
corporation had been exercised, by:
(A) the individual; or
(B) an entity:
(i) of which the individual is a director, an officer, or a
manager; or
(ii) in which the individual owns at least five percent (5%) of
the outstanding equity interests, calculated as if all
outstanding rights to acquire equity interests in the business
entity had been exercised.
(c) An individual serving as a benefit director or benefit officer does
not in itself make the individual not independent.
(d) A benefit director may serve as the benefit officer at the same
time as serving as the benefit director.
(e) A benefit corporation may prescribe in its articles of
incorporation or bylaws additional qualification requirements for the
benefit director if the additional qualification requirements are not
inconsistent with this section.

Legislative History

As added by P.L.93-2015, SEC.3.