Utah Code 16-10b-103. Definitions
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As used in this chapter:
(1) “Annual benefit report” means a report required under Section 16-10b-401.
Terms Used In Utah Code 16-10b-103
- Benefit corporation: means a business corporation:(2)(a) that elects to become subject to this chapter; and(2)(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
- Business corporation: means a corporation formed under Chapter 10a, Utah Revised Business Corporation Act, or Chapter 11, Professional Corporation Act. 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.
- Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10b-103
- Executive officer: means :
(8)(a) a benefit corporation's president;(8)(b) a vice president of the benefit corporation in charge of a principal business unit, division, or function; or(8)(c) any other officer who performs a policy-making function for the benefit corporation. See Utah Code 16-10b-103- General public benefit: means a material positive impact on society and the environment:
(9)(a) taken as a whole;(9)(b) assessed against a third-party standard; and(9)(c) from the business of a benefit corporation. See Utah Code 16-10b-103- Immediate family: means a parent, spouse, surviving spouse, child, or sibling of a person. See Utah Code 16-10b-103
- Independent: means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation. See Utah Code 16-10b-103
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: means :
(24)(a) an individual;(24)(b) an association;(24)(c) an institution;(24)(d) a corporation;(24)(e) a company;(24)(f) a trust;(24)(g) a limited liability company;(24)(h) a partnership;(24)(i) a political subdivision;(24)(j) a government office, department, division, bureau, or other body of government; and(24)(k) any other organization or entity. See Utah Code 68-3-12.5- Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
- Specific public benefit: includes :
(14)(a) providing low-income or underserved individuals or communities with beneficial products or services;(14)(b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(14)(c) protecting or restoring the environment;(14)(d) improving human health;(14)(e) promoting the arts, sciences, or advancement of knowledge;(14)(f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and(14)(g) conferring any other particular benefit on society or the environment. See Utah Code 16-10b-103- Subsidiary: means , in relation to a person, an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. See Utah Code 16-10b-103
- Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:
(16)(a) assesses the effect of the business and its operations upon the interests listed in Subsections 16-10b-301(1)(a)(ii), (iii), (iv), and (v);(16)(b) is developed by an entity that is not controlled by the benefit corporation;(16)(c) is developed by an entity that both:(16)(c)(i) has access to necessary expertise to assess overall corporate social and environmental performance; and(16)(c)(ii) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period; or(16)(d) makes the following information publicly available:(16)(d)(i) about the standard:(16)(d)(i)(A) the criteria considered when measuring the overall social and environmental performance of a business; and(16)(d)(i)(B) the relative weightings, if any, of those criteria; and(16)(d)(ii) about the development and revision of the standard:(16)(d)(ii)(A) the identity of the directors, officers, material owners, and the governing body of the entity that developed and controls revisions to the standard;(16)(d)(ii)(B) the process by which revisions to the standard and changes to the membership of the governing body are made; or(16)(d)(ii)(C) an accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest. See Utah Code 16-10b-103(2) “Benefit corporation” means a business corporation:(2)(a) that elects to become subject to this chapter; and(2)(b) the status of which as a benefit corporation has not been terminated.(3) “Benefit director” means the director designated as the benefit director of a benefit corporation under Section 16-10b-302.(4) “Benefit enforcement proceeding” means a proceeding in a court of competent jurisdiction for:(4)(a) failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles of incorporation; or(4)(b) a violation of an obligation, duty, or standard of conduct under this chapter.(5) “Benefit officer” means the individual designated as the benefit officer of a benefit corporation under Section 16-10b-304.(6) “Business corporation” means a corporation formed under Chapter 10a, Utah Revised Business Corporation Act, or Chapter 11, Professional Corporation Act.(7) “Division” means the Division of Corporations and Commercial Code.(8) “Executive officer” means:(8)(a) a benefit corporation’s president;(8)(b) a vice president of the benefit corporation in charge of a principal business unit, division, or function; or(8)(c) any other officer who performs a policy-making function for the benefit corporation.(9) “General public benefit” means a material positive impact on society and the environment:(9)(a) taken as a whole;(9)(b) assessed against a third-party standard; and(9)(c) from the business of a benefit corporation.(10) “Immediate family” means a parent, spouse, surviving spouse, child, or sibling of a person.(11)(11)(a) “Independent” means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation.(11)(b) Serving as a benefit director or benefit officer does not make an individual not independent.(11)(c) A material relationship between an individual and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if one or more of the following apply:(11)(c)(i) the individual is, or has been within the last three years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation;(11)(c)(ii) an immediate family member of the individual is, or has been within the last three years, an executive officer other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; or(11)(c)(iii) there is beneficial or record ownership of 5% or more of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:(11)(c)(iii)(A) the individual; or(11)(c)(iii)(B) an entity of which the individual is a director, an officer, or a manager, or in which the individual owns beneficially or of record 5% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.(12) “Minimum status vote” means:(12)(a) in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:(12)(a)(i) the shareholders of every class or series may vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of a class or series; and(12)(a)(ii) the corporate action is required to be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast on the action; or(12)(b) in the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions:(12)(b)(i) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity may vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of a class or series; and(12)(b)(ii) the action must be approved by vote or consent of the holders described in Subsection (12)(b)(i) entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action.(13) “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.(14) “Specific public benefit” includes:(14)(a) providing low-income or underserved individuals or communities with beneficial products or services;(14)(b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(14)(c) protecting or restoring the environment;(14)(d) improving human health;(14)(e) promoting the arts, sciences, or advancement of knowledge;(14)(f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and(14)(g) conferring any other particular benefit on society or the environment.(15) “Subsidiary” means, in relation to a person, an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.(16) “Third-party standard” means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:(16)(a) assesses the effect of the business and its operations upon the interests listed in Subsections 16-10b-301(1)(a)(ii), (iii), (iv), and (v);(16)(b) is developed by an entity that is not controlled by the benefit corporation;(16)(c) is developed by an entity that both:(16)(c)(i) has access to necessary expertise to assess overall corporate social and environmental performance; and(16)(c)(ii) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period; or(16)(d) makes the following information publicly available:(16)(d)(i) about the standard:(16)(d)(i)(A) the criteria considered when measuring the overall social and environmental performance of a business; and(16)(d)(i)(B) the relative weightings, if any, of those criteria; and(16)(d)(ii) about the development and revision of the standard:(16)(d)(ii)(A) the identity of the directors, officers, material owners, and the governing body of the entity that developed and controls revisions to the standard;(16)(d)(ii)(B) the process by which revisions to the standard and changes to the membership of the governing body are made; or(16)(d)(ii)(C) an accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.