(2) violation of any obligation, duty or standard of conduct under this chapter. "Benefit officer." The individual , if any, designated as the benefit officer o f a benefit corporation as provided in section 3324 (relating to benefit officer).
"General public benefit." A material positive impact on society and the environment , taken as a whole, assessed against a third-party standard, from the business and operations of a benefit corporation .
"Independent." When a person has no material relationship with a benefit corporation or any of its subsidiaries, other than the relationship of serving as the benefit director or benefit officer . A material relationship between an individual and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if:
(1) the person is, or has been within the last three years, an employee of the benefit corporation or any of its subsidiaries, other than as a benefit officer;(2) an immediate family member of the person is, or has been within the last three years, an executive officer, other than a benefit officer, of the benefit corporation or any of its subsidiaries; or(3) the person, or an association of which the person is a governor or officer or in which the person owns beneficially or of record 5% or more of the outstanding interests, owns beneficially or of record 5% or more of the outstanding shares of the benefit corporation. The percentage of ownership in an association shall be calculated as if all outstanding rights to acquire interests in the association had been exercised. "Minimum status vote."
(1) In the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:(i) The shareholders of every class or series must be entitled, as a class, to vote on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of any class or series.(ii) The corporate action must be approved by a vote of th e 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.(2) In the case of a domestic association other than a business corporation, in addition to any other required approval, vote or consent, the satisfaction of the following conditions: (i) The holders of every class or series of interest in the association that are entitled to receive a distribution of any kind from the association must be entitled as a class to vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of any class or series.(ii) The action must be approved by vote or consent of the holders described in subparagraph (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. "Specific public benefit." Includes :
(1) providing low-income or underserved individuals or communities with beneficial products or services;(2) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;(3) preserving the environment;(4) improving human health;(5) promoting the arts, sciences or advancement of knowledge;(6) promoting economic development through support of initiatives that increase access to capital for emerging and growing technology enterprises, facilitate the transfer and commercial adoption of new technologies, provide technical and business support to emerging and growing technology enterprises or form support partnerships that support those objectives; (7) increasing the flow of capital to entities with a public benefit purpose; and
(8) the accomplishment of any other particular benefit for society or the environment.
"Subsidiary." An association in which a person owns beneficially or of record 50% or more of the outstanding interests. The percentage of ownership in an association shall be calculated as if all outstanding rights to acquire interests in the association had been exercised.
"Third-party standard." A standard for defining, reporting and assessing overall corporate social and environmental performance which is:
(1) Comprehensive in that it assesses the effect of the business and its operations upon the interests listed in section 3321(a)(1)(ii), (iii), (iv) and (v) (relating to standard of conduct for directors).(2) Developed by an organization that is independent of the benefit corporation and satisfies the following requirements: (i) Not more than one-third of the members of the governing body of the organization are representatives of any of the following :(A) An association of businesses operating in a specific industry the performance of whose members is measured by the standard.(B) Businesses from a specific industry or an association of businesses in that industry.(C) Businesses whose performance is assessed against the standard.(ii) The organization is not materially financed by an association or business described in subparagraph (i).