The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of directors of any other benefit corporation may, include a director, who:
Benefit corporation: means a business corporation:
(a)
that elects to become subject to this chapter; and
(b)
the status of which as a benefit corporation has not been terminated. See Utah Code 16-10b-103
Benefit director: means the director designated as the benefit director of a benefit corporation under Section 16-10b-302. See Utah Code 16-10b-103
Benefit officer: means the individual designated as the benefit officer of a benefit corporation under Section 16-10b-304. See Utah Code 16-10b-103
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 impact on society and the environment:
Independent: means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. See Utah Code 16-10b-103
Publicly traded corporation: means a business corporation that has shares listed on a national securities exchange or traded in a market maintained by one or more members of a national securities association. See Utah Code 16-10b-103
Specific public benefit: includes :
(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 with a purpose to benefit society or the environment; and
(g)
conferring any other particular benefit on society or the environment. See Utah Code 16-10b-103
(a)
is designated the benefit director; and
(b)
shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this chapter.
(2)
(a)
A benefit director shall be elected, and may be removed, in the manner provided by Sections 16-10a-801 through 16-10a-810.
(b)
Except as provided in Subsection (6), the benefit director shall be an individual who is independent.
(c)
The benefit director may serve as the benefit officer at the same time as serving as the benefit director.
(d)
The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this Subsection (2).
(3)
The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by Section 16-10b-401, the opinion of the benefit director on all of the following:
(a)
whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report;
(b)
whether the directors and officers complied with Subsections 16-10b-301(1) and 16-10b-303(1), respectively; and
(c)
if, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in Subsections (3)(a) and (b), a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
(4)
The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.
(5)
Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by Section 16-10a-841, a benefit director may not be 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)
The benefit director of a professional corporation does not need to be independent.
