A BILL TO BE ENTITLED AN ACT TO ENACT THE NORTH CAROLINA BENEFIT CORPORATION ACT.
House amendment #1 makes the following changes to the 2nd edition:
Amends the definition for general public benefit, found in GS 55-18-03, to no longer require the impact to be as measured by a third-party standard. Deletes the term and definition for third-party standard.
Amends GS 55-18-50(a)(2), providing that the required annual benefit report must include an assessment of the social and environmental performance of the benefit corporation accompanied by an explanation of the reasons for any inconsistent application.
Deletes GS 55-18-50(a)(7), which required that a statement regarding any relationship between the benefit corporation and the entity that developed the third-party standard be included in the required annual benefit report.
House amendment #2 makes the following changes to the 2nd edition:
Amends GS 55-18-21(a), regarding the transition to benefit corporation status by an existing domestic corporation or another corporation or other entity that is party to a merger, conversion, etc., providing that an amendment under these subsections must be approved by the unanimous vote of the outstanding shares or each class and series of stock of the corporation (previously, required to be approved by an affirmative vote of 90%).
House amendment #3 makes the following changes to the 2nd edition:
Amends GS 55-18-43, Right of action; benefit enforcement proceeding, providing that a benefit enforcement proceeding can be commenced or maintained derivatively by an individual shareholder in the benefit corporation (was, a shareholder that owns 5% or more of the shares) and also by a person or group of persons that owns, directly or indirectly, outstanding equity voting interest in an entity of which the benefit corporation is a subsidiary (previously, required the person or group to own 5% or more of the outstanding equity voting interest).
House amendment #4 makes the following changes to the 2nd edition:
Amends GS 55-18-40, Standard of conduct for directors, deleting the requirements that as part of their duties, directors of a benefit corporation must consider what the effects of any action or decision not to act will be in regards to the local community or society, including the interest of each community in which offices or facilities of the benefit corporation, its subsidiaries, or suppliers are located, and that they consider the local and global environment.
House amendment #5 makes the following changes to the 2nd edition:
Amends GS 55-18-30, Corporate purposes, providing that a benefit corporation is required to include as a corporate purpose in its articles of incorporation one or more specific public benefit purposes in addition to its purposes under GS 55-18-30(a) (previously, a benefit corporation was allowed to include those purposes but was not required to).
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