Maine Revised Statutes Title 13-C Sec. 1822 – Benefit director
Current as of: 2023 | Check for updates
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1. General rule. The board of directors of a benefit corporation that is a public corporation shall, and the board of any other benefit corporation may, include a director, who:
A. Is designated the benefit director; and [PL 2019, c. 328, §1 (NEW).]
B. Has, 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 for a benefit director. [PL 2019, c. 328, §1 (NEW).]
[PL 2019, c. 328, §1 (NEW).]
Terms Used In Maine Revised Statutes Title 13-C Sec. 1822
- Benefit corporation: means a corporation:
A. See Maine Revised Statutes Title 13-C Sec. 1802Benefit director: means the director designated as the benefit director of a benefit corporation under section 1822. See Maine Revised Statutes Title 13-C Sec. 1802 Benefit officer: means the individual designated as the benefit officer of a benefit corporation under section 1824. See Maine Revised Statutes Title 13-C Sec. 1802 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, taken as a whole, assessed against a 3rd-party standard, from the business and operations of a benefit corporation. See Maine Revised Statutes Title 13-C Sec. 1802 Independent: means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation, except that serving as benefit director or benefit officer does not make an individual not independent. See Maine Revised Statutes Title 13-C Sec. 1802 Specific public benefit: means any particular benefit to society or the environment, including without limitation:
2. Election, removal and qualifications. The benefit director must be elected, and may be removed, in the manner provided by chapter 8, subchapter 1. Except as provided in subsection 6, the benefit director must be an individual who is independent. The benefit director may also serve as the benefit officer. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.
[PL 2019, c. 328, §1 (NEW).]
3. Annual compliance statement. The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 1832, the opinion of the benefit director on 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; and [PL 2019, c. 328, §1 (NEW).]
B. Whether the directors and officers complied with section 1821, subsection 1 and section 1823, subsection 1, respectively. [PL 2019, c. 328, §1 (NEW).]
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 paragraphs A and B, the benefit director must provide in the report a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.
[PL 2019, c. 328, §1 (NEW).]
4. Status of actions. An act or inaction of an individual in the capacity of a benefit director constitutes for all purposes an act of that individual in the capacity of a director of the benefit corporation.
[PL 2019, c. 328, §1 (NEW).]
5. Exoneration from personal liability. Regardless of whether the articles of incorporation of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 202, subsection 2, paragraph D, a benefit director is not 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.
[PL 2019, c. 328, §1 (NEW).]
6. Professional corporation. The benefit director of a professional corporation as defined in Title 13, section 723, subsection 4 does not need to be independent.
[PL 2019, c. 328, §1 (NEW).]
SECTION HISTORY
PL 2019, c. 328, §1 (NEW).