AB742,8,66 SUBCHAPTER II
AB742,8,77 corporate PurposeS
AB742,8,11 8202.201 Corporate purposes. (1) General public benefit purpose. A
9benefit corporation shall have a purpose of creating general public benefit. This
10purpose is in addition to its purpose under s. 180.0301 and any specific purpose set
11forth in its articles under sub. (2).
AB742,8,16 12(2) Optional specific public benefit purpose. The articles of a benefit
13corporation may identify one or more specific public benefits that it is the purpose
14of the benefit corporation to create in addition to its purposes under s. 180.0301 and
15sub. (1). The identification of a specific public benefit under this subsection does not
16limit the obligation of a benefit corporation to create general public benefit.
AB742,8,19 17(3) Effect of purposes. The creation of general public benefit and specific
18public benefit as provided in subs. (1) and (2) shall be considered to be in the best
19interests of the benefit corporation.
AB742,8,23 20(4) Amendment. A benefit corporation may amend its articles to add, amend,
21or delete the identification of a specific public benefit that it is the purpose of the
22benefit corporation to create. The amendment shall not be effective unless it is
23adopted by at least the minimum status vote.
AB742,9,3
1(5) Service corporations. A service corporation that is a benefit corporation
2is not limited by ss. 180.1903 and 180.1905 in its authority to create general public
3benefit or a specific public benefit.
AB742,9,44 SUBCHAPTER III
AB742,9,55 ACCOUNTABILITY
AB742,9,11 6202.301 Standard of conduct for directors. (1) Consideration of
7interests
. (a) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the
8duties of their respective positions, the board of directors, committees of the board,
9and individual directors of a benefit corporation, in considering the best interests of
10the benefit corporation, shall consider the effects of any action or inaction on all of
11the following:
AB742,9,1212 1. The shareholders of the benefit corporation.
AB742,9,1413 2. The employees and workforce of the benefit corporation and its subsidiaries
14and suppliers.
AB742,9,1615 3. The interests of customers as beneficiaries of the general public benefit or
16specific public benefit purposes of the benefit corporation.
AB742,9,1917 4. Community and societal factors, including those of any community in which
18offices or facilities of the benefit corporation or its subsidiaries or suppliers are
19located.
AB742,9,2020 5. The local and global environment.
AB742,9,2421 6. The short-term and long-term interests of the benefit corporation, including
22benefits that may accrue to the benefit corporation from its long-term plans and the
23possibility that these interests may be best served by the continued corporate
24independence of the benefit corporation.
AB742,10,2
17. The ability of the benefit corporation to accomplish its general public benefit
2purpose and any specific public benefit purpose.
AB742,10,63 (b) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the duties
4of their respective positions, the board of directors, committees of the board, and
5individual directors of a benefit corporation, in considering the best interests of the
6benefit corporation, may consider any of the following:
AB742,10,87 1. The resources, intent, and conduct of any person seeking to acquire control
8of the corporation.
AB742,10,109 2. Any other pertinent factors or the interests of any other group that is deemed
10appropriate.
AB742,10,1511 (c) Under pars. (a) and (b), the board of directors, committees of the board, and
12individual directors of a benefit corporation are not required to give priority to the
13interests of any particular person or group referred to in pars. (a) or (b) over the
14interests of any other person or group unless the benefit corporation has stated in
15its articles its intention to give such priority.
AB742,10,19 16(2) Coordination with other provisions of law. The consideration of interests
17and factors in the manner required by sub. (1) does not constitute a violation of s.
18180.0801 or any other provision of ch. 180 and is in addition to the ability of directors
19to consider interests and factors as provided in s. 180.0827.
AB742,10,21 20(3) Exoneration from personal liability. A director of a benefit corporation
21is not personally liable, as such, for monetary damages for any of the following:
AB742,10,2322 (a) Any action taken as a director if the director performed the duties of his or
23her office in compliance with this section and the provisions of ch. 180.
AB742,10,2524 (b) Failure of the benefit corporation to pursue or create general public benefit
25or specific public benefit.
AB742,11,3
1(4) Limitation on standing. A director does not have a duty to a person that
2is a beneficiary of the general public benefit purpose or a specific public benefit
3purpose of a benefit corporation arising from the status of the person as a beneficiary.
AB742,11,8 4202.302 Benefit director. (1) General rule. The board of directors of a
5benefit corporation shall include one director who shall be designated the "benefit
6director" and shall have, in addition to all of the powers, duties, rights, and
7immunities of the other directors of the benefit corporation, the powers, duties,
8rights, and immunities provided in this section.
AB742,11,14 9(2) Election, removal, and qualifications. The benefit director shall be
10elected, and may be removed, in the manner provided by subch. VIII of ch. 180, and
11shall be an individual who is independent. The benefit director may serve as the
12benefit officer at the same time as serving as the benefit director. The articles or
13bylaws of a benefit corporation may prescribe additional qualifications of the benefit
14director not inconsistent with this subsection.
AB742,11,25 15(3) Annual compliance statement. The benefit director shall prepare, and the
16benefit corporation shall include in the annual benefit report to shareholders
17required by s. 202.401, a statement whether, in the opinion of the benefit director,
18the benefit corporation acted in accordance with its general public benefit purpose
19and any specific public benefit purpose in all material respects during the period
20covered by the report and whether the directors and officers complied with ss.
21202.301 (1) and 202.303 (1), respectively. If in the opinion of the benefit director the
22benefit corporation or its directors or officers failed to comply with ss. 202.301 (1) and
23202.303 (1), then the statement of the benefit director shall include a description of
24the ways in which the benefit corporation or its directors or officers failed to comply
25with ss. 202.301 (1) and 202.303 (1).
AB742,12,3
1(4) Status of actions. The acts of an individual in the capacity of a benefit
2director shall constitute for all purposes acts of that individual in the capacity of a
3director of the benefit corporation.
AB742,12,8 4(5) Alternative governance arrangements. If a benefit corporation has
5elected under s. 180.1821 not to have a board of directors, then the bylaws of the
6benefit corporation must provide that the shareholders who perform the duties of a
7board of directors shall include a person with the powers, duties, rights, and
8immunities of a benefit director.
AB742,12,13 9(6) Exoneration from personal liability. Notwithstanding s. 180.0828 and
10any provision of a benefit corporation's bylaws, a benefit director shall not be
11personally liable for any act or omission in the capacity of a benefit director unless
12the act or omission constitutes self-dealing, willful misconduct, or a knowing
13violation of law.
AB742,12,19 14202.303 Standard of conduct for officers. (1) General rule. Each officer
15of a benefit corporation shall consider the interests and factors described in s.
16202.301 (1) in the manner provided in that subsection when the officer has discretion
17to act with respect to a matter and it reasonably appears to the officer that the matter
18may have a material effect on the creation of general or specific public benefit by the
19benefit corporation or on any of the interests or factors referred to in s. 202.301 (1).
AB742,12,22 20(2) Coordination with other provisions of law. The consideration of interests
21and factors in the manner described in sub. (1) shall not constitute a violation of s.
22180.0841 or any other provision of ch. 180.
AB742,13,2 23(3) Exoneration from personal liability. An officer of a benefit corporation
24is not personally liable, as such, for monetary damages for any action taken as an

1officer if the officer performed the duties of the position in compliance with this
2section and the provisions of ch. 180.
AB742,13,4 3202.304 Benefit officer. (1) Designation. A benefit corporation may have an
4officer designated the "benefit officer."
AB742,13,9 5(2) Functions. A benefit officer shall have the powers and duties, as provided
6in the bylaws and as determined by the board of directors, relating to the benefit
7corporation's purpose of creating general public benefit or specific public benefit. If
8a benefit corporation has a benefit officer, the duties of the benefit officer shall
9include preparing the benefit report required by s. 202.401.
AB742,13,16 10202.305 Right of action. (1) General rule. The duties of directors and
11officers under this chapter, and the general and any specific public benefit purpose
12of a benefit corporation, may be enforced only in a benefit enforcement proceeding.
13No person may bring an action or assert a claim against a benefit corporation or its
14directors or officers with respect to the duties of directors and officers under this
15chapter and the general and any specific public benefit purpose of the benefit
16corporation except in a benefit enforcement proceeding.
AB742,13,19 17(2) Parties with standing. A benefit enforcement proceeding may be
18commenced or maintained only directly by the benefit corporation or derivatively by
19any of the following:
AB742,13,2020 (a) A shareholder.
AB742,13,2121 (b) A director.
AB742,13,2422 (c) A person or group of persons that owns beneficially or of record 10 percent
23or more of the equity interest in an entity of which the benefit corporation is a
24subsidiary.
AB742,14,2
1(d) Any other person that is specified in the articles or bylaws of the benefit
2corporation.
AB742,14,33 SUBCHAPTER IV
AB742,14,44 TRANSPARENCY
AB742,14,6 5202.401 Annual benefit report. (1) General rule. A benefit corporation
6shall prepare an annual benefit report including all of the following:
AB742,14,77 (a) A narrative description of all of the following:
AB742,14,98 1. The ways in which the benefit corporation pursued general public benefit
9during the year and the extent to which general public benefit was created.
AB742,14,1210 2. The ways in which the benefit corporation pursued any specific public benefit
11that the articles state it is the purpose of the benefit corporation to create and the
12extent to which that specific public benefit was created.
AB742,14,1413 3. Any circumstances that have hindered the creation by the benefit
14corporation of general public benefit or specific public benefit.
AB742,14,1815 (b) An assessment of the social and environmental performance of the benefit
16corporation, prepared in accordance with a 3rd-party standard applied consistently
17with any application of that standard in prior benefit reports or accompanied by an
18explanation of the reasons for any inconsistent application.
AB742,14,2019 (c) The name of the benefit director and the benefit officer, if any, and the
20address to which correspondence to each of them may be directed.
AB742,14,2221 (d) The compensation paid by the benefit corporation during the year to each
22director in the capacity of a director.
AB742,14,2523 (e) The name of each person that owns 5 percent or more of the outstanding
24shares of the benefit corporation either beneficially, to the extent known to the
25benefit corporation without independent investigation, or of record.
AB742,15,1
1(f) The statement of the benefit director described in s. 202.302 (3).
AB742,15,5 2(2) Timing and delivery of report. A benefit corporation shall annually send
3a benefit report to each shareholder within 120 days following the end of the fiscal
4year of the benefit corporation or at the same time that the benefit corporation
5delivers any other annual report to its shareholders.
AB742,15,9 6(3) Internet Web site posting. A benefit corporation shall post its most recent
7benefit report on the public portion of its Internet Web site, if any, except that the
8compensation paid to directors and any financial or proprietary information
9included in the benefit report may be omitted from the benefit report as posted.
AB742,15,15 10(4) Filing of report. Concurrently with the delivery of the benefit report to
11shareholders under sub. (2), the benefit corporation shall deliver a copy of the benefit
12report to the department for filing, except that the compensation paid to directors
13and any financial or proprietary information included in the benefit report may be
14omitted from the benefit report as filed under this section. The department shall
15charge a fee of $70 for filing a benefit report.
AB742,15,22 16(5) Failure to file report. If a benefit corporation has not delivered a benefit
17report to the department for a period of 2 years, the department may prepare and file
18a statement that the corporation has forfeited its status as a benefit corporation and
19is no longer subject to this chapter. If the corporation subsequently delivers a benefit
20report to the department for filing, the status of the corporation as a benefit
21corporation shall be automatically reinstated upon the filing of the benefit report by
22the department and the corporation shall again be subject to this chapter.
AB742,15,2323 (End)
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