(1) If the articles of incorporation so provide, the board of directors of a social purpose corporation may include a director who is designated as the benefit director and, in addition to the powers, duties, rights, and immunities of the other directors of the social purpose corporation, has the powers, duties, rights, and immunities provided in this part.
(2) The benefit director shall be elected, and may be removed, in the manner provided by this chapter. Except as provided under subsection (5), the benefit director shall be independent and may serve as a benefit officer. The articles of incorporation or bylaws may prescribe additional qualifications of the benefit director.
(3) Unless the articles of incorporation or bylaws provide otherwise, the benefit director shall prepare, and the social purpose corporation shall include in the annual benefit report to shareholders required under s. 607.512, the opinion of the benefit director on the following:

(a) Whether the social purpose corporation in all material respects acted in accordance with its public benefit purpose and any specific public benefit purpose during the period covered by the report.

Terms Used In Florida Statutes 607.508

  • Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
  • Benefit director: means :
    (a) The director designated as the benefit director of a social purpose corporation under…. See Florida Statutes 607.502
  • Benefit officer: means the individual designated as the benefit officer of a social purpose corporation under…. See Florida Statutes 607.502
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Independent: means not having a material relationship with the social purpose corporation or a subsidiary of the social purpose corporation. See Florida Statutes 607.502
  • Individual: includes the estate of an incompetent or deceased individual. See Florida Statutes 607.01401
  • Public benefit: means a positive effect, or the minimization of negative effects, taken as a whole, on the environment or on one or more categories of persons or entities, other than shareholders in their capacity as shareholders, of an artistic, charitable, economic, educational, cultural, literary, religious, social, ecological, or scientific nature, from the business and operations of a social purpose corporation. See Florida Statutes 607.502
  • Social purpose corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a social purpose corporation has not been terminated. See Florida Statutes 607.502
  • Specific public benefit: means a benefit identified as a purpose of the social purpose corporation which is set forth in the articles of incorporation and is consistent with a public benefit. See Florida Statutes 607.502
(b) Whether the directors and officers complied with ss. 607.507(1) and 607.509(1).
(c) Whether the social purpose corporation or its directors or officers failed to comply with paragraph (a) or s. 607.507(1) or s. 607.509(1), including a description of the ways in which the social purpose corporation or its directors or officers failed to comply.
(4) The action or inaction of an individual in his or her capacity as a benefit director shall constitute for all purposes an action or inaction of that individual in his or her capacity as a director of the social purpose corporation.
(5) The benefit director of a corporation formed under chapter 621 is not required to be independent.
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