Sec. 2. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33 . (b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not independent under this subsection if any of the following apply: (1) The individual: (A) is; or (B) has been within the past three (3) years; an employee, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation. (2) An immediate family member of the individual: (A) is; or (B) has been within the past three (3) years; an executive officer, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation. (3) There is ownership of at least five percent (5%) of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by: (A) the individual; or (B) an entity: (i) of which the individual is a director, an officer, or a manager; or (ii) in which the individual owns at least five percent (5%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the business entity had been exercised. (c) An individual serving as a benefit director or benefit officer does not in itself make the individual not independent. (d) A benefit director may serve as the benefit officer at the same time as serving as the benefit director. (e) A benefit corporation may prescribe in its articles of incorporation or bylaws additional qualification requirements for the benefit director if the additional qualification requirements are not inconsistent with this section.
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