§1822. Benefit director

A. The board of directors of a benefit corporation shall include a director who shall be designated the benefit director and who shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided for in this Part.

B. The benefit director shall be elected, and may be removed, pursuant to R.S. 12:81, and shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles or bylaws of a benefit corporation may prescribe additional qualifications or duties of the benefit director not inconsistent with this Subsection.

C. The benefit director shall be responsible for the preparation of an annual benefit report submitted to shareholders as required by R.S. 12:1831. The benefit director may retain an independent third party to audit the annual benefit report or conduct any other assessment of the corporation's pursuit of its general public benefit purpose and any specific public benefit purpose. The annual benefit report shall include a statement of the benefit director, in the opinion of the benefit director, on all of the following:

(1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report.

(2) Whether the directors and officers complied with R.S. 12:1821(A) and 1823(A), respectively.

(3) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to comply with R.S. 12:1821(A) and 1823(A), a description of the ways in which the benefit corporation or its directors or officers failed to comply.

D. The act or inaction of an individual in the capacity of a benefit director shall constitute for all purposes an act or inaction of that individual in the capacity of a director of the benefit corporation.

E. Regardless of whether the bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by R.S. 12:24(C)(4), a benefit director shall not be personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.

F. The benefit director of a professional corporation shall not be required to be independent.

Acts 2012, No. 442, §1.