(a) The board of directors of a sustainable business corporation shall include one director who shall be designated the “benefit director” and who shall have, in addition to all of the powers, duties, rights, and immunities of the other directors of the sustainable business corporation, the powers, duties, rights, and immunities provided in this section.

Terms Used In Hawaii Revised Statutes 420D-7

  • Benefit director: means the director designated as the benefit director of a sustainable business corporation under § 420D-7. See Hawaii Revised Statutes 420D-2
  • Benefit officer: means the individual designated as the benefit officer of a sustainable business corporation under § 420D-9. See Hawaii Revised Statutes 420D-2
  • 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 having no material relationship with a sustainable business corporation or any of its subsidiaries. See Hawaii Revised Statutes 420D-2
  • Material relationship: means a relationship between a person and a sustainable business corporation where:

    (1) The person is, or has been within the last three years, an employee other than a benefit officer of the sustainable business corporation or any of its subsidiaries;

    (2) The person is related by blood, marriage, or adoption to; is a party to a civil union with; is a reciprocal beneficiary or household member of; or resides with an officer other than a benefit officer or director of the sustainable business corporation or any of its subsidiaries; or

    (3) The person or an association of which the person is a director, officer, or manager or in which the person owns beneficially or of record five per cent or more of the outstanding equity interests or the outstanding shares of the sustainable business corporation; provided that percentage ownership in an association shall be calculated as if all outstanding rights to acquire equity interests in the association had been exercised. See Hawaii Revised Statutes 420D-2

  • Sustainable business corporation: means a domestic corporation, incorporated under chapter 414, that has elected to also become subject to this chapter and whose status as a sustainable business corporation has not been terminated as provided in this chapter. See Hawaii Revised Statutes 420D-2
(b) The benefit director shall be elected pursuant to §§ 414-193 and 414-194 and may be removed in the manner provided by §§ 414-198 and 414-199. The benefit director may serve concurrently as the benefit officer. The articles or bylaws of a sustainable business corporation may prescribe additional qualifications of the benefit director; provided that the qualifications are consistent with this subsection.
(c) The benefit director shall prepare, and the sustainable business corporation shall include in the annual benefit report to shareholders required by § 420D-11, a statement whether, in the opinion of the benefit director, the sustainable business corporation acted in accordance with its general, and any specific, public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with sections 420D-6(a) and 420D-8(a), respectively. If in the opinion of the benefit director the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter, then the statement of the benefit director shall include a description of the ways in which the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter. The benefit director’s statement included in the final draft of the benefit report shall include formal responses to all questions, concerns, comments, and suggestions raised through the public comment period required by § 420D-11.
(d) A benefit director shall be independent of and shall have no material relationship with the sustainable business corporation.

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