§420D-1 Purpose and findings. This chapter authorizes a designation and code of conduct for a business corporation to offer entrepreneurs and investors the option to build and invest in businesses that operate in a socially and environmentally sustainable manner. Enforcement of those responsibilities comes not from governmental oversight, but rather from new provisions on transparency […]
§420D-10 Right of action. The shareholders and directors of a sustainable business corporation shall have the right to bring direct or derivative claims to enforce corporate purposes and the standards for directors as set forth in section 414-221(a) and shall have the right to bring direct or derivative claims to enforce the general or specific […]
§420D-11 Annual benefit report. (a) A sustainable business corporation shall deliver to each shareholder an annual benefit report including: (1) A narrative description of: (A) The ways in which the sustainable business corporation pursued general public benefits during the year and the extent to which general public benefit was created; (B) The ways in which […]
§420D-12 Third-party standard. A third-party standard for purposes of defining, reporting, and assessing overall corporate social and environmental performance of a sustainable business corporation subject to this chapter shall be: (1) Comprehensive in its assessment of the effect of the business and its operations upon the interests listed in section 420D-6(a); (2) Developed by an […]
§420D-13 Ministerial role of department director. Section 414-16 shall apply to any filings made by a sustainable business corporation. [L 2011, c 209, pt of §1]
§420D-2 Definitions. As used in this chapter: “Benefit director” means the director designated as the benefit director of a sustainable business corporation under section 420D-7. “Benefit officer” means the individual designated as the benefit officer of a sustainable business corporation under section 420D-9. “General public benefit” means a material positive impact on society and the […]
§420D-3 Election of a domestic corporation to become a sustainable business corporation. (a) A domestic corporation incorporated under chapter 414 may elect to become a sustainable business corporation under this chapter by including in its articles or amending its articles to include a statement that the corporation is a sustainable business corporation. An amendment pursuant […]
§420D-4 Termination of sustainable business corporation status. (a) A sustainable business corporation may terminate its status as such and cease to be subject to this chapter by amending its articles to delete the statement that the corporation is a sustainable business corporation. An amendment pursuant to this subsection shall not be effective unless it is […]
§420D-5 Corporate purposes. (a) Every sustainable business corporation shall have among its purposes the creation of a general public benefit. (b) In addition to the general public benefit purpose required by subsection (a), the articles of a sustainable business corporation may identify one or more specific public benefits for which the sustainable business corporation was […]
§420D-6 Standard of conduct for directors. (a) In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors of a sustainable business corporation, in considering the best interests of the sustainable business corporation: (1) Shall consider the effects of any action of the sustainable business corporation upon: […]
§420D-7 Benefit director. (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 […]
§420D-8 Standard of conduct for officers. (a) Each officer of a sustainable business corporation shall consider the interests and factors described in section 420D-6(a) in the manner provided in that section when: (1) The officer has discretion to act with respect to a matter; and (2) It reasonably appears to the officer that the matter […]
§420D-9 Benefit officer. (a) A sustainable business corporation may have an officer designated as the benefit officer who shall have the authority and shall perform the duties in the management of the sustainable business corporation relating to the purpose of the corporation to create general or specific public benefit as may be provided by or […]
