[§420D-2] Definitions.

511 words·~2 min read·/hi/420d-2

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[§420D-2] Definitions. As used in this chapter:

"Benefit director" means the director designated as the benefit director of a sustainable business corporation under section 420D-7.

"Benefit officer" means the individual designated as the benefit officer of a sustainable business corporation under section 420D-9.

"General public benefit" means a material positive impact on society and the environment, taken as a whole and as measured by a third-party standard under section 420D-12, from the business and operations of a sustainable business corporation.

"Independent" means having no material relationship with a sustainable business corporation or any of its subsidiaries.

"Material owner" means a shareholder who holds either beneficially or of record five per cent or more of the outstanding shares of a sustainable business corporation.

"Material relationship" means a relationship between a person and a sustainable business corporation where:

(1)The person is, or has been within the last three years, an employee other than a benefit officer of the sustainable business corporation or any of its subsidiaries;

(2)The person is related by blood, marriage, or adoption to; is a party to a civil union with; is a reciprocal beneficiary or household member of; or resides with an officer other than a benefit officer or director of the sustainable business corporation or any of its subsidiaries; or

(3)The person or an association of which the person is a director, officer, or manager or in which the person owns beneficially or of record five per cent or more of the outstanding equity interests or the outstanding shares of the sustainable business corporation; provided that percentage ownership in an association shall be calculated as if all outstanding rights to acquire equity interests in the association had been exercised.

"Minimum status vote" means that in addition to any other approval or vote required by this chapter or the bylaws adopted by the shareholders:

(1)The holders of shares of every class or series shall be entitled to vote on the corporate action regardless of any limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series; and

(2)The corporate action shall 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 thereon.

"Subsidiary" of a person means an association in which the person owns beneficially or of record fifty per cent or more of the outstanding equity interests; provided that a percentage of ownership in an association shall be calculated as if all outstanding rights to acquire equity interests in the association had been exercised.

"Sustainable business corporation" means a domestic corporation, incorporated under chapter 414, that has elected to also become subject to this chapter and whose status as a sustainable business corporation has not been terminated as provided in this chapter.

"Third-party standard" means a standard for defining, reporting, and assessing overall corporate social and environmental performance that conforms to the requirements of this chapter. [L 2011, c 209, pt of §1]