§ 3322. Benefit director.
(a) General rule.--
(1) The board of directors of a benefit corporation which is a registered corporation shall include a director who:
(i) shall be designated as the benefit director; and
(ii) shall have, in addition to all of the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this subchapter.
(2) The board of directors of a benefit corporation which is not a registered corporation may include a director who:
(i) shall be designated as the benefit director; and
(ii) shall have, in addition to all of the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this subchapter.
(b) Election, removal and qualifications.--The benefit director shall be elected and may be removed in the manner provided under Subchapter C of Chapter 17 (relating to directors and officers). Except as set forth in subsection (e)(2)(i) or (g), the benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.
(c) Annual compliance statement.--The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required under section 3331 (relating to annual benefit report), a statement whether, in the opinion of the benefit director, the benefit corporation acted in accordance with its general and any specific public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with sections 3321(a) (relating to standard of conduct for directors) and 3323(a) (relating to standard of conduct for officers), respectively. If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed so to act, then the statement of the benefit director shall include a description of the ways in which the benefit corporation or its directors or officers failed so to act.
(d) Status of actions.--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) Alternative governance arrangements.--
(1) The bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights and immunities of a benefit director if any of the following apply:
(i) 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 other than the directors under section 1721(a) (relating to board of directors).
(ii) The bylaws of a statutory close corporation that is a benefit corporation provide that the business and affairs of the corporation shall be managed by or under the direction of the shareholders.
(2) A person that exercises one or more of the powers, duties or rights of a benefit director under 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 Subchapter C of Chapter 17 unless:
(A) the person is also a director of the benefit corporation; or
(B) the bylaws make those procedures applicable.
(f) Exoneration from personal liability.--Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized under section 1713 (relating to personal liability of directors), a benefit director shall not be personally liable for any 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.
(g) Professional corporations.--The benefit director of a professional corporation does not need to be independent.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 amended subsecs. (a) and (b) and added subsec. (g).
Cross References. Section 3322 is referred to in sections 3302, 3331 of this title.
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