§ 13-C §1822 — Benefit director

1.
General rule.
The board of directors of a benefit corporation that is a public corporation shall, and the board of any other benefit corporation may, include a director, who:
2.
Election, removal and qualifications.
The benefit director must be elected, and may be removed, in the manner provided by chapter 8, subchapter 1. Except as provided in subsection 6, the benefit director must be an individual who is independent. The benefit director may also serve as the benefit officer. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.
3.
Annual compliance statement.
The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 1832, the opinion of the benefit director on the following:
4.
Status of actions.
An act or inaction of an individual in the capacity of a benefit director constitutes for all purposes an act of that individual in the capacity of a director of the benefit corporation.
5.
Exoneration from personal liability.
Regardless of whether the articles of incorporation of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 202, subsection 2, paragraph D, a benefit director is not 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.
6.
Professional corporation.
The benefit director of a professional corporation as defined in Title 13, section 723, subsection 4 does not need to be independent.

Legislative History

PL 2019, c. 328, §1 (NEW).