Kentucky Statutes 271B.16-210 – Other reports to shareholders — Other requirements of a public benefit corporation
Current as of: 2024 | Check for updates
|
Other versions
(1) If a corporation indemnifies or advances expenses to a director under KRS
271B.8-510 to 271B.8-540 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.
(2) A public benefit corporation shall no less than annually provide its stockholders with a statement as to the corporation’s promotion of the public benefit or public benefits identified in the articles of incorporation and of the best interests of those materially affected by the corporation’s conduct. The statement shall include:
(a) The objectives that the board of directors has established to promote the public benefit or public benefits and interests;
(b) The standards that the board of directors has adopted to measure the corporation’s progress in promoting the public benefit or public benefits and interests;
(c) Objective factual information based on those standards regarding the corporation’s success in meeting the objectives for promoting the public benefit or public benefits and interests; and
(d) An assessment of the corporation’s success in meeting the objectives and promoting the public benefit or public benefits and interests.
(3) The articles of incorporation or bylaws of a public benefit corporation may require that the corporation:
(a) Make the statement described in subsection (2) of this section available to the public; or
(b) Use a third-party standard in connection with, or attain a periodic third-party certification addressing, the corporation’s promotion of the public benefit or public benefits identified in the articles of incorporation or the best interests of those materially affected by the corporation’s conduct.
Effective:June 29, 2017
History: Amended 2017 Ky. Acts ch. 28, sec. 9, effective June 29, 2017. — Created
1988 Ky. Acts ch. 23, sec. 172, effective January 1, 1989.
271B.8-510 to 271B.8-540 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.
Terms Used In Kentucky Statutes 271B.16-210
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- 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.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Kentucky Statutes 271B.1-400
- Public benefit: means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests other than stockholders in their capacities as stockholders. See Kentucky Statutes 271B.1-400
- Public benefit corporation: means a for-profit corporation that is intended to produce a public benefit and to operate in a responsible manner, balancing the stockholders' pecuniary interests, the best interests of those materially affected by the corporation's conduct, and the public benefit identified in its articles of incorporation. See Kentucky Statutes 271B.1-400
(2) A public benefit corporation shall no less than annually provide its stockholders with a statement as to the corporation’s promotion of the public benefit or public benefits identified in the articles of incorporation and of the best interests of those materially affected by the corporation’s conduct. The statement shall include:
(a) The objectives that the board of directors has established to promote the public benefit or public benefits and interests;
(b) The standards that the board of directors has adopted to measure the corporation’s progress in promoting the public benefit or public benefits and interests;
(c) Objective factual information based on those standards regarding the corporation’s success in meeting the objectives for promoting the public benefit or public benefits and interests; and
(d) An assessment of the corporation’s success in meeting the objectives and promoting the public benefit or public benefits and interests.
(3) The articles of incorporation or bylaws of a public benefit corporation may require that the corporation:
(a) Make the statement described in subsection (2) of this section available to the public; or
(b) Use a third-party standard in connection with, or attain a periodic third-party certification addressing, the corporation’s promotion of the public benefit or public benefits identified in the articles of incorporation or the best interests of those materially affected by the corporation’s conduct.
Effective:June 29, 2017
History: Amended 2017 Ky. Acts ch. 28, sec. 9, effective June 29, 2017. — Created
1988 Ky. Acts ch. 23, sec. 172, effective January 1, 1989.