(805 ILCS 40/4.05)
Sec. 4.05. Benefit director.
(a) The board of directors of a benefit corporation shall include a director, who:
(1) is designated as the benefit director; and
(2) 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 Section.
(b) The benefit director shall be elected, and may be removed, in the manner provided by Article 8 of the Business Corporation Act of 1983 and shall be an individual who is independent, as defined in Section 1.10. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this Section.
(c) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by Section 5.01 of this Act, the opinion of the benefit director on:
(1) 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
(2) whether the directors and officers complied with
subsection (a) of Section 4.01 and subsection (a) of Section 4.10, respectively, and if, in the opinion of the benefit director, the directors and officers did not so comply, a description of the failure to comply.
(d) The acts of an individual in the capacity of a benefit director shall constitute, for all purposes, acts of that individual in the capacity of a director of the benefit corporation.
(e) If the bylaws of a benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person or persons other than the directors, in contrast to subsection (a) of Section 8.05 of the Business Corporation Act of 1983, or if the bylaws of a close corporation that is a benefit corporation provide that the business and affairs of the corporation shall be managed by or under the director of the shareholders, then the bylaws of the benefit corporation must provide that the person, persons, or shareholders who perform the duties of a board of directors shall include a person with the powers, duties, rights, and immunities of a benefit director.
A person who exercises one or more of the powers, duties, or rights of a benefit director pursuant to this subsection:
(i) does not need to be independent of the benefit
corporation;
(ii) shall have the immunities of a benefit
director;
(iii) may share the powers, duties, and rights of a
benefit director with one or more other persons; and
(iv) shall not be subject to the procedures for
election or removal of directors in Article 8 of the Business Corporation Act of 1983 unless the person is also a director of the benefit corporation or the bylaws make those procedures applicable.
(f) Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by paragraph (3) of subsection (b) of Section 2.10 of the Business Corporation Act of 1983, a benefit director shall 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.
(Source: P.A. 97-885, eff. 1-1-13.)
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Last modified: February 18, 2015