(1) If the articles of incorporation so provide, the board of directors of a benefit 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 benefit 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 benefit corporation shall include in the annual benefit report to shareholders required under s. 607.612, the opinion of the benefit director on the following:

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

Terms Used In Florida Statutes 607.608

  • 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 corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a benefit corporation has not been terminated. See Florida Statutes 607.602
  • Benefit director: means :
    (a) The director designated as the benefit director of a benefit corporation under…. See Florida Statutes 607.602
  • Benefit officer: means the individual designated as the benefit officer of a benefit corporation under…. See Florida Statutes 607.602
  • 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.
  • General public benefit: means a material, positive effect on society and the environment, taken as a whole, as assessed using a third-party standard which is attributable to the business and operations of a benefit corporation. See Florida Statutes 607.602
  • Independent: means not having a material relationship with the benefit corporation or a subsidiary of the benefit corporation. See Florida Statutes 607.602
  • Individual: includes the estate of an incompetent or deceased individual. See Florida Statutes 607.01401
  • Specific public benefit: includes , but is not limited to:
    (a) Providing low-income or underserved individuals or communities with beneficial products or services;
    (b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
    (c) Protecting or restoring the environment;
    (d) Improving human health;
    (e) Promoting the arts, sciences, or advancement of knowledge;
    (f) Increasing the flow of capital to entities that have as their stated purpose the provision of a benefit to society or the environment; and
    (g) Any other public benefit consistent with the purposes of the benefit corporation. See Florida Statutes 607.602
(b) Whether the directors and officers complied with ss. 607.607(1) and 607.609(1).
(c) Whether the benefit corporation or its directors or officers failed to comply with paragraph (a) or s. 607.607(1) or s. 607.609(1), including a description of the ways in which the benefit 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 benefit corporation.
(5) The benefit director of a corporation formed under chapter 621 is not required to be independent.
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