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AL SB569

Bill

Status

Introduced

4/26/2012

Primary Sponsor

Robert Ward

Click for details

Origin

Senate

Regular Session 2012

AI Summary

  • Authorizes formation of benefit corporations in Alabama as a new business structure designed to create general public benefit and optional specific public benefits alongside traditional corporate purposes.

  • Requires benefit corporations to have a benefit director (who must be independent) and permits a benefit officer; both must consider effects on shareholders, employees, customers, communities, environment, and long-term interests when making decisions.

  • Mandates annual benefit reports to shareholders and the Secretary of State detailing pursuit of public benefits, social and environmental performance measured by third-party standards, director/officer names and compensation, and major shareholders.

  • Allows existing corporations to become benefit corporations through certificate amendment requiring minimum status vote (two-thirds shareholder approval per class/series), and permits termination of benefit status through similar voting requirement.

  • Limits enforcement of benefit corporation duties and public benefit purposes to "benefit enforcement proceedings" brought directly by the corporation or derivatively by shareholders, directors, significant equity holders (10%+), or persons specified in articles/bylaws; provides director and officer liability protections except for self-dealing, willful misconduct, or knowing law violations.

Legislative Description

Corporations, definition, authorization and regulation of a benefit corporation

Corporations

Last Action

Read for the first time and referred to the Senate committee on Judiciary

4/26/2012

Committee Referrals

Judiciary4/26/2012

Full Bill Text

No bill text available