§ 1702. Definitions.

As used in this article, unless the context otherwise requires, the
term:

(a) "Benefit corporation" means a business corporation incorporated
under this article and whose status as a benefit corporation has not
been terminated as provided in this article.

(b) "General public benefit" means 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.

(c) "Independent" means that a person has no material relationship
with a benefit corporation or any of its subsidiaries. A material
relationship between a person 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;

(2) an immediate family member of the person is, or has been within
the last three years, an executive officer of the benefit corporation or
any of its subsidiaries; or

(3) the person, or an entity of which the person is a director,
officer or other manager or in which the person owns beneficially or of
record five percent or more of the equity interests, owns beneficially
or of record five percent or more of the shares of the benefit
corporation. A percentage of ownership in an entity shall be calculated
as if all outstanding rights to acquire equity interests in the entity
had been exercised.

(d) "Minimum status vote" means that, in addition to any other
approval or vote required by this chapter, the certificate of
incorporation or a bylaw adopted by the shareholders:

(1) The holders of shares of every class or series that are entitled
to vote on the corporate action shall be entitled to vote as a class on
the corporate action; and

(2) The corporate action must be approved by vote of the shareholders
of each class or series entitled to cast at least three-quarters of the
votes that all shareholders of the class or series are entitled to cast
thereon.

(e) "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) increasing the flow of capital to entities with a public benefit
purpose; and

(7) the accomplishment of any other particular benefit for society or
the environment.

(f) "Subsidiary" means an entity in which a person owns beneficially
or of record fifty percent or more of the equity interests. A percentage
of ownership in an entity shall be calculated as if all outstanding
rights to acquire equity interests in the entity had been exercised.

(g) "Third-party standard" means a recognized standard for defining,
reporting and assessing general public benefit that is:

(1) developed by a person that is independent of the benefit
corporation; and

(2) transparent because the following information about the standard
is publicly available:

(A) the factors considered when measuring the performance of a
business;

(B) the relative weightings of those factors; and

(C) the identity of the persons who developed and control changes to
the standard and the process by which those changes are made.