Bill Text: FL S1274 | 2013 | Regular Session | Introduced
Bill Title: Corporations
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Failed) 2013-05-03 - Died in Governmental Oversight and Accountability [S1274 Detail]
Download: Florida-2013-S1274-Introduced.html
Florida Senate - 2013 SB 1274 By Senator Clemens 27-01014A-13 20131274__ 1 A bill to be entitled 2 An act relating to corporations; providing a directive 3 to the Division of Law Revision and Information; 4 amending s. 607.1302, F.S.; providing that the 5 amendment of articles of incorporation or the merger, 6 conversion, or share exchange of a social purpose or 7 benefit corporation entitles the shareholders to 8 appraisal rights; providing a directive to the 9 Division of Law Revision and Information; creating s. 10 607.501, F.S.; providing application and effect; 11 creating s. 607.502, F.S.; providing definitions; 12 creating s. 607.503, F.S.; establishing requirements 13 for the formation of a social purpose corporation; 14 creating s. 607.504, F.S.; providing procedures for an 15 existing corporation to become a social purpose 16 corporation; creating s. 607.505, F.S.; providing 17 procedures for the termination of a social purpose 18 corporation; creating s. 607.506, F.S.; requiring that 19 the corporate purpose must be to create a public 20 benefit; providing criteria; creating s. 607.507, 21 F.S.; requiring that the directors of a social purpose 22 corporation meet a standard of conduct; providing 23 criteria for the standards; creating s. 607.508, F.S.; 24 authorizing the articles of incorporation of a social 25 purpose corporation to provide for a benefit director; 26 providing powers and duties of a benefit director; 27 creating s. 607.509, F.S.; requiring that the officers 28 of a social purpose corporation meet a standard of 29 conduct; providing criteria for the standards of 30 conduct; creating s. 607.510, F.S.; authorizing a 31 social purpose corporation to designate an officer as 32 a benefit officer; providing for the powers and duties 33 of a benefit officer; creating s. 607.511, F.S.; 34 authorizing certain legal actions to be brought 35 against a social purpose corporation, its officers, or 36 its directors; creating s. 607.512, F.S.; requiring 37 the board of directors to prepare an annual benefit 38 report; providing criteria for the preparation of the 39 report; creating s. 607.513, F.S.; establishing 40 requirements for the availability and dissemination of 41 the annual report; authorizing a court to order 42 dissemination of the report; providing criteria; 43 providing a directive to the Division of Law Revision 44 and Information; creating s. 607.601, F.S.; providing 45 for application and effect; creating s. 607.602, F.S.; 46 providing definitions; creating s. 607.603, F.S.; 47 establishing requirements for the formation of a 48 benefit corporation; creating s. 607.604, F.S.; 49 providing procedures for an existing corporation to 50 become a benefit corporation; creating s. 607.605, 51 F.S.; providing procedures for the termination of a 52 benefit corporation; creating s. 607.606, F.S.; 53 requiring that the corporate purpose be to create a 54 public benefit; providing criteria; creating s. 55 607.607, F.S.; requiring the directors of a benefit 56 corporation to meet a standard of conduct; providing 57 criteria for the standards; creating s. 607.608, F.S.; 58 authorizing the articles of incorporation of a benefit 59 corporation to provide for a benefit director; 60 providing powers and duties of the benefit director; 61 creating s. 607.609, F.S.; requiring the officers of a 62 benefit corporation to meet a standard of conduct; 63 providing criteria for the standards of conduct; 64 creating s. 607.610, F.S.; authorizing a benefit 65 corporation to designate an officer as a benefit 66 officer; providing for the powers and duties of the 67 benefit officer; creating s. 607.611, F.S.; 68 authorizing certain legal actions to be brought 69 against a benefit corporation, its officers, or its 70 directors; creating s. 607.612, F.S.; requiring the 71 board of directors to prepare an annual benefit 72 report; providing criteria for the preparation of the 73 report; creating s. 607.613, F.S.; establishing 74 requirements for the availability and dissemination of 75 the annual report; authorizing a court to order 76 dissemination of the report; providing criteria; 77 providing an effective date. 78 79 Be It Enacted by the Legislature of the State of Florida: 80 81 Section 1. The Division of Law Revision and Information is 82 requested to create part I of chapter 607, Florida Statutes, 83 consisting of ss. 607.0101-607.193, entitled “CORPORATIONS.” 84 Section 2. Subsection (1) of section 607.1302, Florida 85 Statutes, is amended to read: 86 607.1302 Right of shareholders to appraisal.— 87 (1) A shareholder of a domestic corporation is entitled to 88 appraisal rights, and to obtain payment of the fair value of 89 that shareholder’s shares, in the event of any of the following 90 corporate actions: 91 (a) Consummation of a conversion of such corporation 92 pursuant to s. 607.1112 if shareholder approval is required for 93 the conversion and the shareholder is entitled to vote on the 94 conversion under ss. 607.1103 and 607.1112(6), or the 95 consummation of a merger to which such corporation is a party if 96 shareholder approval is required for the merger under s. 97 607.1103 and the shareholder is entitled to vote on the merger 98 or if such corporation is a subsidiary and the merger is 99 governed by s. 607.1104; 100 (b) Consummation of a share exchange to which the 101 corporation is a party as the corporation whose shares will be 102 acquired if the shareholder is entitled to vote on the exchange, 103 except that appraisal rights isshallnot be available to any 104 shareholder of the corporation with respect to any class or 105 series of shares of the corporation that is not exchanged; 106 (c) Consummation of a disposition of assets pursuant to s. 107 607.1202 if the shareholder is entitled to vote on the 108 disposition, including a sale in dissolution but not including a 109 sale pursuant to court order or a sale for cash pursuant to a 110 plan by which all or substantially all of the net proceeds of 111 the sale will be distributed to the shareholders within 1 year 112 after the date of sale; 113 (d) An amendment of the articles of incorporation with 114 respect to the class or series of shares which reduces the 115 number of shares of a class or series owned by the shareholder 116 to a fraction of a share if the corporation has the obligation 117 or right to repurchase the fractional share so created; 118 (e) Any other amendment to the articles of incorporation, 119 merger, share exchange, or disposition of assets to the extent 120 provided by the articles of incorporation, bylaws, or a 121 resolution of the board of directors, except that no bylaw or 122 board resolution providing for appraisal rights may be amended 123 or otherwise altered except by shareholder approval;or124 (f) With regard to a class of shares prescribed in the 125 articles of incorporation prior to October 1, 2003, including 126 any shares within that class subsequently authorized by 127 amendment, any amendment of the articles of incorporation if the 128 shareholder is entitled to vote on the amendment and if such 129 amendment would adversely affect such shareholder by: 130 1. Altering or abolishing any preemptive rights attached to 131 any of his or her shares; 132 2. Altering or abolishing the voting rights pertaining to 133 any of his or her shares, except as such rights may be affected 134 by the voting rights of new shares then being authorized of any 135 existing or new class or series of shares; 136 3. Effecting an exchange, cancellation, or reclassification 137 of any of his or her shares, when such exchange, cancellation, 138 or reclassification would alter or abolish the shareholder’s 139 voting rights or alter his or her percentage of equity in the 140 corporation, or effecting a reduction or cancellation of accrued 141 dividends or other arrearages in respect to such shares; 142 4. Reducing the stated redemption price of any of the 143 shareholder’s redeemable shares, altering or abolishing any 144 provision relating to any sinking fund for the redemption or 145 purchase of any of his or her shares, or making any of his or 146 her shares subject to redemption when they are not otherwise 147 redeemable; 148 5. Making noncumulative, in whole or in part, dividends of 149 any of the shareholder’s preferred shares which had theretofore 150 been cumulative; 151 6. Reducing the stated dividend preference of any of the 152 shareholder’s preferred shares; or 153 7. Reducing any stated preferential amount payable on any 154 of the shareholder’s preferred shares upon voluntary or 155 involuntary liquidation;.156 (g) An amendment of the articles of incorporation of a 157 social purpose corporation to which s. 607.504 or s. 607.505 158 applies; 159 (h) An amendment of the articles of incorporation of a 160 benefit corporation to which s. 607.604 or s. 607.605 applies; 161 (i) A merger, conversion, or share exchange of a social 162 purpose corporation to which s. 607.504 applies; or 163 (j) A merger, conversion, or share exchange of a benefit 164 corporation to which s. 607.604 applies. 165 Section 3. The Division of Law Revision and Information is 166 requested to create part II of chapter 607, Florida Statutes, 167 consisting of ss. 607.501-607.513, entitled “SOCIAL PURPOSE 168 CORPORATIONS.” 169 Section 4. Section 607.501, Florida Statutes, is created to 170 read: 171 607.501 Application and effect.— 172 (1) This part shall be applicable to all social purpose 173 corporations. 174 (2) The existence of a provision of this part may not in 175 itself create an implication that a contrary or different rule 176 of law is applicable to a corporation that is not a social 177 purpose corporation. This part may not affect a statute or rule 178 that is applicable to a corporation that is not a social purpose 179 corporation. 180 (3) Except as otherwise provided in this part, all other 181 provisions of this chapter shall be generally applicable to all 182 social purpose corporations. The specific provisions of this 183 part shall control over the general provisions of this chapter. 184 (4) A social purpose corporation may be simultaneously 185 subject to this part and to one or more other chapters, 186 including chapter 621. In such event, the provisions and 187 sections of this part shall take precedence with respect to a 188 social purpose corporation. 189 (5) Except as permitted by this part, a provision of the 190 articles of incorporation or bylaws, or a shareholders agreement 191 among shareholders of a social purpose corporation, may not 192 limit, be inconsistent with, or supersede a provision of this 193 part. 194 Section 5. Section 607.502, Florida Statutes, is created to 195 read: 196 607.502 Definitions.—As used in this part, unless the 197 context otherwise requires, the term: 198 (1) “Benefit director” means: 199 (a) The director designated as the benefit director of a 200 social purpose corporation under s. 607.508; or 201 (b) A person with one or more of the powers, duties, or 202 rights of a benefit director to the extent provided in the 203 articles of incorporation or bylaws under s. 607.508. 204 (2) “Benefit enforcement proceeding” means a claim or 205 action for: 206 (a) The failure of a social purpose corporation to pursue 207 or create a public benefit or a specific public benefit 208 established in its articles of incorporation; or 209 (b) A violation of any obligation, duty, or standard of 210 conduct under this part. 211 (3) “Benefit officer” means the individual designated as 212 the benefit officer of a social purpose corporation under s. 213 607.510. 214 (4) “Independent” means not having a material relationship 215 with the social purpose corporation or a subsidiary of the 216 social purpose corporation. A person does not have a material 217 relationship solely by virtue of serving as the benefit director 218 or benefit officer of the social purpose corporation or a 219 subsidiary of the social purpose corporation. In determining 220 whether a director or officer is independent, a material 221 relationship between an individual and a social purpose 222 corporation or any of its subsidiaries will be conclusively 223 presumed to exist, at the time independence is to be determined, 224 if any of the following apply: 225 (a) The individual is or was within the prior 3 years an 226 employee, other than a benefit officer, of the social purpose 227 corporation or a subsidiary. 228 (b) An immediate family member of the individual is or was 229 within the prior 3 years an executive officer, other than a 230 benefit officer, of the social purpose corporation or a 231 subsidiary. 232 (c) When ownership is calculated as if all outstanding 233 rights to acquire equity interests in the social purpose 234 corporation had been exercised, there is beneficial or record 235 ownership of 5 percent or more of the outstanding shares of the 236 social purpose corporation by: 237 1. The individual; or 238 2. An entity: 239 a. Of which the individual is a director, an officer, or a 240 manager; or 241 b. In which, when ownership is calculated as if all 242 outstanding rights to acquire equity interests in the entity had 243 been exercised, the individual owns beneficially or of record 5 244 percent or more of the outstanding equity interests. 245 (5) “Minimum status vote” means: 246 (a) In the case of a corporation that is to become a social 247 purpose corporation, whether by amendment of the articles of 248 incorporation or by way of or pursuant to a merger, conversion, 249 or share exchange; a social purpose corporation whose articles 250 of incorporation are to be amended pursuant to s. 607.506(4); or 251 a social purpose corporation that is to cease being a social 252 purpose corporation, in addition to any other required approval 253 or vote, the satisfaction of the following conditions: 254 1. The shareholders of each class or series shall be 255 entitled to vote as a separate voting group on the corporate 256 action regardless of any limitation on the voting rights of any 257 class or series stated in the articles of incorporation or 258 bylaws. 259 2. The corporate action is approved by vote of each class 260 or series of equity interest entitled to vote by at least two 261 thirds of the total votes of the class or series. 262 (b) In the case of a domestic entity, other than a 263 corporation, which is to be simultaneously converted to a social 264 purpose corporation or merged into a social purpose corporation, 265 in addition to any other required approval, vote, or consent, 266 the satisfaction of the following conditions: 267 1. The holders of each class or series of equity interest 268 in the entity who are entitled to receive a distribution of any 269 kind are entitled, as a separate voting group, to vote on or 270 consent to the action regardless of any applicable limitation on 271 the voting or consent rights of any class or series. 272 2. The action is approved by vote or consent of the holders 273 of each class and each series described in subparagraph 1. who 274 are entitled to cast at least two-thirds of the total votes or 275 consent of the class or series which all of those holders are 276 entitled to cast on the action. 277 (6) “Public benefit” means a positive effect, or the 278 minimization of negative effects taken as a whole, on the 279 environment or on one or more categories of persons or entities 280 other than shareholders in their capacity as shareholders, of an 281 artistic, charitable, economic, educational, cultural, literary, 282 religious, social, ecological, or scientific nature, from the 283 business and operations of a social purpose corporation, 284 including, but not limited to: 285 (a) Providing low-income or underserved individuals or 286 communities with beneficial products or services; 287 (b) Promoting economic opportunity for individuals or 288 communities beyond the creation of jobs in the normal course of 289 business; 290 (c) Protecting or restoring the environment; 291 (d) Improving human health; 292 (e) Promoting the arts, sciences, or advancement of 293 knowledge; and 294 (f) Increasing the flow of capital to entities that have as 295 their stated purpose the provision of a benefit to society or 296 the environment. 297 (7) “Social purpose corporation” means a corporation that 298 has elected to become subject to this part and the status of 299 which as a social purpose corporation has not been terminated. 300 (8) “Specific public benefit” means a benefit identified as 301 a purpose of the social purpose corporation which is set forth 302 in the articles of incorporation and is consistent with a public 303 benefit as that term is defined in this section. 304 (9) “Subsidiary” means, in relation to a person other than 305 an individual, an entity in which a person owns beneficially or 306 of record 50 percent or more of the outstanding equity 307 interests. 308 (10) “Third-party standard” means a recognized standard for 309 defining, reporting, and assessing the societal and 310 environmental performance of a business which is: 311 (a) Comprehensive because it assesses the effect of the 312 business and its operations upon the interests listed in s. 313 607.507(1)(a). 314 (b) Developed by an entity that is not controlled by the 315 social purpose corporation. 316 (c) Credible because it is developed by an entity that has 317 access to necessary expertise to assess the overall effect of 318 the business and uses a balanced, collaborative approach to 319 develop the standard, including a period for public comment. 320 (d) Transparent because the following information is 321 publicly available: 322 1. The criteria considered under the standard when 323 measuring the overall effect of the business and its operations 324 upon the interests provided in s. 607.507(1)(a) and the relative 325 weights, if any, of those criteria; and 326 2. The process used in the development and revision of the 327 third-party standard regarding the identity of the directors, 328 officers, material owners, and governing body of the entity that 329 developed and controls revisions to the standard; the process by 330 which revisions are made to the standard and changes are made to 331 the membership of the governing body; and an accounting of the 332 revenue and sources of financial support for the entity with 333 sufficient detail to disclose any relationships that could 334 reasonably be considered to present a potential conflict of 335 interest. 336 Section 6. Section 607.503, Florida Statutes, is created to 337 read: 338 607.503 Incorporation of social purpose corporation.—A 339 corporation to be formed as a social purpose corporation shall 340 be incorporated in accordance with this chapter. The articles of 341 incorporation filed must state that the corporation is a social 342 purpose corporation under this part. 343 Section 7. Section 607.504, Florida Statutes, is created to 344 read: 345 607.504 Election of social purpose corporation status.— 346 (1) An existing corporation may become a social purpose 347 corporation under this part by amending its articles of 348 incorporation to include, in addition to the requirements of s. 349 607.0202, a statement that the corporation is a social purpose 350 corporation under this part. The amendment must be adopted by 351 the minimum status vote. 352 (2) A plan of merger, conversion, or share exchange must be 353 adopted by the minimum status vote if an entity that is not a 354 social purpose corporation is a party to the merger or 355 conversion or if the exchanging entity in a share exchange and 356 the surviving, new, or resulting entity is, or will be, a social 357 purpose corporation. 358 (3) If an entity elects to become a social purpose 359 corporation by amendment of the articles of incorporation or by 360 a merger, conversion, or share exchange, the shareholders of the 361 entity are entitled to appraisal rights under ss. 607.1301 362 607.1333 to the extent of, and in accordance with, such 363 appraisal rights provisions. 364 Section 8. Section 607.505, Florida Statutes, is created to 365 read: 366 607.505 Termination of social purpose corporation status.— 367 (1) A social purpose corporation may terminate its status 368 as such and cease to be subject to this part by amending its 369 articles of incorporation to delete the provision required under 370 s. 607.503 or s. 607.504. The amendment must be adopted by the 371 minimum status vote. 372 (2) A plan of merger, conversion, or share exchange which 373 has the effect of terminating the status of a corporation as a 374 social purpose corporation must be adopted by the minimum status 375 vote. A sale, lease, exchange, or other disposition of the 376 assets of a social purpose corporation is not effective unless 377 the transaction is approved by the minimum status vote. However, 378 a minimum status vote is not required if the transaction is in 379 the usual and regular course of business, is pursuant to court 380 order, or is a sale pursuant to which all or a substantial 381 portion of the net proceeds of the sale will be distributed to 382 the shareholders within 1 year after the date of the sale. 383 (3) If a corporation’s status as a social purpose 384 corporation is terminated pursuant to subsections (1) or (2), 385 shareholders of the corporation are entitled to appraisal rights 386 under ss. 607.1301-607.1333 to the extent of, and in accordance 387 with, such appraisal rights provisions. 388 Section 9. Section 607.506, Florida Statutes, is created to 389 read: 390 607.506 Corporate purpose.— 391 (1) A social purpose corporation shall have a purpose of 392 creating a public benefit. This purpose is in addition to its 393 purpose under s. 607.0301. 394 (2) The articles of incorporation of a social purpose 395 corporation may identify the creation of one or more specific 396 public benefits as its purpose in addition to its purposes under 397 s. 607.0301 and subsection (1). 398 (3) The creation of a public benefit and a specific public 399 benefit under subsections (1) and (2) is deemed to be in the 400 best interest of the social purpose corporation. 401 (4) A social purpose corporation may amend its articles of 402 incorporation to add, amend, or delete the identification of a 403 specific public benefit purpose, however, the amendment must be 404 adopted by the minimum status vote. 405 (5) A professional corporation that is a social purpose 406 corporation does not violate s. 621.08 by having the purpose to 407 create public benefit or a specific public benefit. 408 Section 10. Section 607.507, Florida Statutes, is created 409 to read: 410 607.507 Standard of conduct for directors.— 411 (1) In discharging their duties and in considering the best 412 interests of the social purpose corporation, the directors: 413 (a) Shall consider the effects of any action or inaction 414 upon: 415 1. The shareholders of the social purpose corporation; 416 2. The ability of the social purpose corporation to 417 accomplish its public benefit or any specific public benefit 418 purpose; and 419 (b) May consider the effects of any action or inaction upon 420 any of the following: 421 1. The employees and work force of the social purpose 422 corporation, its subsidiaries, and its suppliers; 423 2. The interests of customers and suppliers as 424 beneficiaries of the general public benefit or specific public 425 benefits of the social purpose corporation; 426 3. Community and societal factors, including those of each 427 community in which offices or facilities of the social purpose 428 corporation, its subsidiaries, or its suppliers are located; 429 4. The local and global environment; and 430 5. The short-term and long-term interests of the social 431 purpose corporation, including benefits that may accrue to the 432 social purpose corporation from its long-term plans and the 433 possibility that these interests may be best served by the 434 continued independence of the social purpose corporation; and 435 (c) May consider other pertinent factors or the interests 436 of any other group that they deem appropriate. 437 (d) Are not required to give priority to the interests of a 438 particular person or group referred to in paragraphs (a), (b), 439 or (c) unless the social purpose corporation states in its 440 articles of incorporation its intention to give such priority; 441 and 442 (e) Are not required to give equal weight to the interests 443 of any particular person or group referred to in paragraphs (a), 444 (b), or (c) unless the social purpose corporation has stated in 445 its articles of incorporation its intention to give such equal 446 weight. 447 (2) Except as provided in the articles of incorporation, a 448 director is not personally liable for monetary damages to the 449 corporation, or to any other person, for the failure of the 450 social purpose corporation to pursue or create a public benefit 451 or a specific public benefit. A director is subject to the 452 duties specified in s. 607.0830. 453 (3) Except as otherwise provided in the articles of 454 incorporation, a director does not have a duty to a person who 455 is a beneficiary of the public benefit purpose or any one or 456 more specific public benefit purposes of a social purpose 457 corporation. 458 Section 11. Section 607.508, Florida Statutes, is created 459 to read: 460 607.508 Benefit director.— 461 (1) If the articles of incorporation so provide, the board 462 of directors of a social purpose corporation may include a 463 director who is designated as the benefit director and, in 464 addition to the powers, duties, rights, and immunities of the 465 other directors of the social purpose corporation, has the 466 powers, duties, rights, and immunities provided in this part. 467 (2) The benefit director shall be elected, and may be 468 removed, in the manner provided by this chapter. The benefit 469 director must be independent and may also serve as a benefit 470 officer. The articles of incorporation or bylaws may prescribe 471 additional qualifications of the benefit director. 472 (3) Unless the articles of incorporation or bylaws provide 473 otherwise, the benefit director shall prepare, and the social 474 purpose corporation shall include in the annual benefit report 475 to shareholders required under s. 607.512, the opinion of the 476 benefit director on the following: 477 (a) Whether the social purpose corporation in all material 478 respects acted in accordance with its public benefit purpose and 479 any specific public benefit purpose during the period covered by 480 the report. 481 (b) Whether the directors and officers complied with ss. 482 607.507(1) and 607.509(1). 483 (c) If, in the opinion of the benefit director, the social 484 purpose corporation or its directors or officers failed to 485 comply with paragraph (a) or s. 607.507(1) or s. 607.509(1), a 486 description of the ways in which the social purpose corporation 487 or its directors or officers failed to comply. 488 (4) The action or inaction of an individual in his or her 489 capacity as a benefit director shall constitute for all purposes 490 an action or inaction of that individual in his or her capacity 491 as a director of the social purpose corporation. 492 (5) The benefit director of a corporation formed under 493 chapter 621 does not need to be independent. 494 Section 12. Section 607.509, Florida Statutes, is created 495 to read: 496 607.509 Standard of conduct for officers.— 497 (1) If an officer of a social purpose corporation 498 reasonably believes that a matter may have a material effect on 499 the ability of the corporation to create a public benefit or a 500 specific public benefit identified in the articles of 501 incorporation and the officer has discretion to act on the 502 matter, the officer shall consider the interests and factors 503 provided in s. 607.507(1). 504 (2) The officer’s consideration of interests and factors 505 under subsection (1) does not constitute a violation of s. 506 607.0841. 507 (3) Except as provided in the articles of incorporation, an 508 officer is not personally liable for monetary damages to the 509 corporation or any other person for the failure of the social 510 purpose corporation to pursue or create a public benefit or a 511 specific public benefit, however, he or she is subject to s. 512 607.0841. 513 (4) Except as provided in the articles of incorporation, an 514 officer does not have any duty to a person who is a beneficiary 515 of the public benefit purpose or any specific public benefit 516 purpose of a social purpose corporation arising from the status 517 of the person as a beneficiary. 518 Section 13. Section 607.510, Florida Statutes, is created 519 to read: 520 607.510 Benefit officer.— 521 (1) A social purpose corporation may designate an officer 522 as the benefit officer. 523 (2) The benefit officer has the powers and duties set forth 524 in the bylaws or determined by the board of directors, which may 525 include, but are not limited to: 526 (a) Powers and duties relating to the public benefit or a 527 specific public benefit purpose of the corporation; and 528 (b) The duty to prepare the annual benefit report required 529 by s. 607.512. 530 Section 14. Section 607.511, Florida Statutes, is created 531 to read: 532 607.511 Right of action.— 533 (1)(a) Except in a benefit enforcement proceeding to 534 enforce a benefit, no person may bring an action or assert a 535 claim against a social purpose corporation or its directors or 536 officers with respect to: 537 1. A failure to pursue or create a public benefit or a 538 specific public benefit set forth in its articles of 539 incorporation; or 540 2. A violation of an obligation, duty, or standard of 541 conduct under this part. 542 (b) A social purpose corporation is not liable for monetary 543 damages under this part for the failure of the social purpose 544 corporation to pursue or create a public benefit or a specific 545 public benefit. 546 (2) A benefit enforcement proceeding may be commenced or 547 maintained only: 548 (a) Directly by the social purpose corporation; or 549 (b) Derivatively by: 550 1. A shareholder of record on the date of the action or 551 inaction complained of in the benefit enforcement proceeding; 552 2. A director; 553 3. A person or group of persons that owns beneficially or 554 of record 5 percent or more of the outstanding equity interests 555 in an entity of which the social purpose corporation is a 556 subsidiary on the date of the action complained of in the 557 benefit enforcement proceeding; or 558 4. Any other person who is specified in the articles of 559 incorporation or bylaws of the social purpose corporation. 560 Section 15. Section 607.512, Florida Statutes, is created 561 to read: 562 607.512 Preparation of annual benefit report.— 563 (1) Unless it is prepared by a benefit director or benefit 564 officer, the board of directors shall prepare an annual benefit 565 report that must include all of the following: 566 (a) A narrative description of: 567 1. The ways in which the social purpose corporation pursued 568 a public benefit during the year and the extent to which a 569 public benefit was created. 570 2. Any circumstance that has hindered the pursuit or 571 creation of a public benefit by the social purpose corporation. 572 3. The process and rationale for selecting or changing the 573 third-party standard used to prepare the benefit report, if the 574 articles of incorporation of the social purpose corporation 575 require, or the board of directors determines, that the annual 576 benefit report must be prepared in accordance with a third-party 577 standard. 578 (b) If the articles of incorporation of the social purpose 579 corporation require, or the board of directors determines, that 580 the annual benefit report must be prepared in accordance with a 581 third-party standard, an assessment of the overall societal and 582 environmental performance of the social purpose corporation 583 using a third-party standard that is: 584 1. Applied consistently with any previous application in 585 prior annual benefit reports; or 586 2. Accompanied by an explanation of the reasons for 587 inconsistent application or any change in the standard from the 588 immediate prior report. 589 (c) The name of the benefit director and the benefit 590 officer, if those positions exist, and the respective addresses 591 to which correspondence may be directed. 592 (d) If the corporation has a benefit director, his or her 593 statement as provided in s. 607.508(3). 594 (e) If the articles of incorporation of the social purpose 595 corporation require, or the board of directors determines, that 596 the annual benefit report must be prepared in accordance with a 597 third-party standard, a statement of any connection between the 598 organization that established the third-party standard, or its 599 directors, officers, or any holder of 5 percent or more of the 600 governance interests in the organization, and the social purpose 601 corporation or its directors, officers, or any holder of 5 602 percent or more of the outstanding shares of the social purpose 603 corporation, including any financial or governance relationship 604 which might materially affect the credibility of the use of the 605 third-party standard. 606 (2) If, during the year covered by an annual benefit 607 report, a benefit director resigned from, or refused to stand 608 for reelection to, his or her position, or was removed from his 609 or her position, and he or she furnished written correspondence 610 to the social purpose corporation concerning the circumstances 611 surrounding his or her departure, that correspondence must be 612 included as an exhibit in the annual benefit report. 613 (3) The annual benefit report or the assessment of the 614 performance of the social purpose corporation in the annual 615 benefit report required under paragraph (1)(b) do not need to be 616 audited or certified by a third-party standard provider. 617 Section 16. Section 607.513, Florida Statutes, is created 618 to read: 619 607.513 Availability of annual benefit report.— 620 (1) Each social purpose corporation shall send its annual 621 benefit report to each shareholder: 622 (a) Within 120 days after the end of the fiscal year of the 623 social purpose corporation; or 624 (b) At the same time that the social purpose corporation 625 delivers any other annual report to its shareholders. 626 (2) A social purpose corporation shall post each annual 627 benefit report on the public portion of its Internet website, if 628 any, and it shall remain posted for at least 3 years. 629 (3) If a social purpose corporation does not have an 630 Internet website, the corporation shall provide a copy of its 631 most recent annual benefit report, without charge, to any person 632 who requests a copy. 633 (4) If a social purpose corporation does not comply with 634 the annual benefit report delivery requirement, the circuit 635 court in the county in which the principal office of the social 636 purpose corporation is located or, if no office is located in 637 this state, the county in which its registered office is 638 located, may, after a shareholder of the social purpose 639 corporation requests a copy, summarily order the corporation to 640 furnish the annual benefit report. If the court orders the 641 annual benefit report to be furnished, the court may also order 642 the social purpose corporation to pay the shareholder’s costs, 643 including reasonable attorney fees, which were incurred in 644 obtaining the order and otherwise enforce their rights under 645 this section. 646 Section 17. The Division of Law Revision and Information is 647 requested to create part III of chapter 607, Florida Statutes, 648 consisting of ss. 607.601-607.613, entitled “BENEFIT 649 CORPORATIONS.” 650 Section 18. Section 607.601, Florida Statutes, is created 651 to read: 652 607.601 Application and effect.— 653 (1) This part shall be applicable to all benefit 654 corporations. 655 (2) The existence of a provision of this part shall not of 656 itself create an implication that a contrary or different rule 657 of law is applicable to a corporation that is not a benefit 658 corporation. This part may not affect a statute or rule that is 659 applicable to a corporation that is not a benefit corporation. 660 (3) Except as otherwise provided in this part, all other 661 provisions of this chapter shall be generally applicable to all 662 benefit corporations. The specific provisions of this part shall 663 control over the general provisions of this chapter. 664 (4) A benefit corporation may be simultaneously subject to 665 this part and to one or more other chapters, including chapter 666 621. In such event, the provisions and sections of this part 667 shall take precedence with respect to a benefit corporation. 668 (5) Except as permitted by this part, a provision of the 669 articles of incorporation or bylaws, or a shareholders agreement 670 among shareholders of a benefit corporation, may not limit, be 671 inconsistent with, or supersede a provision of this part. 672 Section 19. Section 607.602, Florida Statutes, is created 673 to read: 674 607.602 Definitions.—As used in this part, unless the 675 context otherwise requires, the term: 676 (1) “Benefit corporation” means a corporation that has 677 elected to become subject to this part and the status as a 678 benefit corporation has not been terminated. 679 (2) “Benefit director” means: 680 (a) The director designated as the benefit director of a 681 benefit corporation under s. 607.608; or 682 (b) A person with one or more of the powers, duties, or 683 rights of a benefit director to the extent provided in the 684 articles of incorporation or bylaws under s. 607.608. 685 (3) “Benefit enforcement proceeding” means any claim or 686 action for: 687 (a) The failure of a benefit corporation to pursue or 688 create a general public benefit or a specific public benefit 689 purpose set forth in its articles of incorporation; or 690 (b) A violation of any obligation, duty, or standard of 691 conduct under this part. 692 (4) “Benefit officer” means the individual designated as 693 the benefit officer of a benefit corporation under s. 607.610. 694 (5) “General public benefit” means a material, positive 695 effect on society and the environment, taken as a whole, which 696 is attributable to the business and operations of a benefit 697 corporation. 698 (6) “Independent” means not having a material relationship 699 with the benefit corporation or a subsidiary of the benefit 700 corporation. A person does not have a material relationship 701 solely by virtue of serving as the benefit director or benefit 702 officer of the benefit corporation or a subsidiary of the 703 benefit corporation. In determining whether a director or 704 officer is independent, a material relationship between an 705 individual and a benefit corporation or any of its subsidiaries 706 will be conclusively presumed to exist, at the time independence 707 is to be determined, if any of the following apply: 708 (a) The individual is or has been within the prior 3 years, 709 an employee, other than a benefit officer, of the benefit 710 corporation or a subsidiary. 711 (b) An immediate family member of the individual is or has 712 been within the prior 3 years, an executive officer, other than 713 a benefit officer, of the benefit corporation or a subsidiary. 714 (c) When ownership is calculated as if all outstanding 715 rights to acquire equity interests in the benefit corporation 716 had been exercised, there is beneficial or record ownership of 5 717 percent or more of the outstanding shares of the benefit 718 corporation by: 719 1. The individual; or 720 2. An entity: 721 a. Of which the individual is a director, an officer, or a 722 manager; or 723 b. In which, when ownership is calculated as if all 724 outstanding rights to acquire equity interests in the entity had 725 been exercised, the individual owns beneficially or of record 5 726 percent or more of the outstanding equity interests. 727 (7) “Minimum status vote” means: 728 (a) In the case of a corporation that is to become a 729 benefit corporation, whether by amendment of the articles of 730 incorporation or by way of or pursuant to a merger, conversion, 731 or share exchange; a benefit corporation whose articles of 732 incorporation are to be amended pursuant to s. 607.606(4); or a 733 benefit corporation that is to cease being a benefit 734 corporation, in addition to any other required approval or vote, 735 the satisfaction of the following conditions: 736 1. The shareholders of each class or series shall be 737 entitled to vote as a separate voting group on the corporate 738 action regardless of any limitation on the voting rights of any 739 class or series stated in the articles of incorporation or 740 bylaws. 741 2. The corporate action is approved by vote of the 742 shareholders of each class or series entitled to cast at least 743 two-thirds of the votes that all shareholders of the class or 744 series are entitled to cast on the action. 745 (b) In the case of a domestic entity, other than a 746 corporation, which is to be simultaneously converted to a 747 benefit corporation or merged into a benefit corporation in 748 addition to any other required approval, vote, or consent, the 749 satisfaction of the following conditions: 750 1. The holders of each class or series of equity interest 751 in the entity who are entitled to receive a distribution of any 752 kind are entitled, as a separate voting group, to vote on or 753 consent to the action regardless of any applicable limitation on 754 the voting or consent rights of any class or series. 755 2. The action is approved by vote or consent of each class 756 or series of equity interest described in subparagraph 1. who 757 are entitled to vote by at least two-thirds of the votes or 758 consent of the class or series. 759 (8) “Specific public benefit” includes, but is not limited 760 to: 761 (a) Providing low-income or underserved individuals or 762 communities with beneficial products or services; 763 (b) Promoting economic opportunity for individuals or 764 communities beyond the creation of jobs in the normal course of 765 business; 766 (c) Protecting or restoring the environment; 767 (d) Improving human health; 768 (e) Promoting the arts, sciences, or advancement of 769 knowledge; 770 (f) Increasing the flow of capital to entities that have as 771 their stated purpose the provision of a benefit to society or 772 the environment; and 773 (g) Any other public benefit consistent with the purposes 774 of the benefit corporation. 775 (9) “Subsidiary” means, in relation to a person other than 776 an individual, an entity in which a person owns beneficially or 777 of record 50 percent or more of the outstanding equity 778 interests. 779 (10) “Third-party standard” means a recognized standard for 780 defining, reporting, and assessing the societal and 781 environmental performance of a business which is: 782 (a) Comprehensive because it assesses the effect of the 783 business and its operations upon the interests provided in s. 784 607.607(1)(a)2.-5. 785 (b) Developed by an entity that is not controlled by the 786 benefit corporation. 787 (c) Credible because it is developed by an entity that has 788 access to necessary expertise to assess the overall societal and 789 environmental performance of a business and uses a balanced, 790 collaborative approach to develop the standard, including a 791 reasonable public comment period. 792 (d) Transparent because the following information is 793 publicly available: 794 1. The criteria considered under the standard when 795 measuring the overall societal and environmental performance of 796 a business and the relative weights, if any, of those criteria. 797 2. The identity of the directors, officers, material 798 owners, and the governing body of the entity that developed and 799 control revisions; the process by which revisions to the 800 standard and changes to the membership of the governing body are 801 made; and an accounting of the revenue and sources of financial 802 support for the entity, with sufficient detail to disclose any 803 relationships that could reasonably be considered to present a 804 potential conflict of interest. 805 Section 20. Section 607.603, Florida Statutes, is created 806 to read: 807 607.603 Incorporation of benefit corporation.—A corporation 808 to be formed as a benefit corporation shall be incorporated in 809 accordance with this chapter. The articles of incorporation 810 filed must state that the corporation is a benefit corporation 811 under this part. 812 Section 21. Section 607.604, Florida Statutes, is created 813 to read: 814 607.604 Election of benefit corporation status.— 815 (1) An existing corporation may become a benefit 816 corporation under this part by amending its articles of 817 incorporation to contain, in addition to the requirements of s. 818 607.0202, a statement that the corporation is a benefit 819 corporation under this part. The amendment must be adopted by 820 the minimum status vote. 821 (2) A plan of merger, conversion, or share exchange must be 822 adopted by the minimum status vote if an entity that is not a 823 benefit corporation is a party to a merger or conversion or if 824 the exchanging entity in a share exchange and the surviving, 825 new, or resulting entity is, or will be, a benefit corporation. 826 (3) If an entity elects to become a benefit corporation by 827 amendment of the articles of incorporation or by a merger, 828 conversion, or share exchange, the shareholders of the entity 829 are entitled to appraisal rights under ss. 607.1301-607.1333 to 830 the extent of, and in accordance with, such appraisal rights 831 provisions. 832 Section 22. Section 607.605, Florida Statutes, is created 833 to read: 834 607.605 Termination of benefit corporation status.— 835 (1) A benefit corporation may terminate its status as such 836 and cease to be subject to this part by amending its articles of 837 incorporation to delete the provision required under s. 607.603 838 or s. 607.604. The amendment must be adopted by the minimum 839 status vote. 840 (2) A plan of merger, conversion, or share exchange which 841 has the effect of terminating the status of a corporation as a 842 benefit corporation must be adopted by the minimum status vote. 843 A sale, lease, exchange, or other disposition of the assets of a 844 benefit corporation is not effective unless the transaction is 845 approved by the minimum status vote. However, a minimum status 846 vote is not required if the transaction is in the usual and 847 regular course of business or is pursuant to court order, or is 848 a sale pursuant to which all or a substantial portion of the net 849 proceeds of the sale will be distributed to the shareholders 850 within 1 year after the date of the sale. 851 (3) If a corporation’s status as a benefit corporation is 852 terminated pursuant to subsections (1) or (2), shareholders of 853 the corporation are entitled to appraisal rights under ss. 854 607.1301-607.1333 to the extent of, and in accordance with, such 855 appraisal rights provisions. 856 Section 23. Section 607.606, Florida Statutes, is created 857 to read: 858 607.606 Corporate purpose.— 859 (1) A benefit corporation shall have the purpose of 860 creating general public benefit. This purpose is in addition to 861 its purpose under s. 607.0301. 862 (2) The articles of incorporation of a benefit corporation 863 may identify one or more specific public benefits as its purpose 864 in addition to its purposes under s. 607.0301 and subsection 865 (1). The identification of a specific public benefit under this 866 subsection does not limit the obligation of a benefit 867 corporation under subsection (1). 868 (3) The creation of general public benefit and a specific 869 public benefit under subsections (1) and (2) is deemed to be in 870 the best interest of the benefit corporation. 871 (4) A benefit corporation may amend its articles of 872 incorporation to add, amend, or delete the identification of a 873 specific public benefit purpose; however, the amendment must be 874 adopted by the minimum status vote. 875 (5) A professional corporation that is a benefit 876 corporation does not violate s. 621.08 by having the purpose to 877 create general public benefit or a specific public benefit. 878 Section 24. Section 607.607, Florida Statutes, is created 879 to read: 880 607.607 Standard of conduct for directors.— 881 (1) In discharging their duties and in considering the best 882 interests of the benefit corporation, the directors: 883 (a) Shall consider the effects of any action or inaction 884 upon: 885 1. The shareholders of the benefit corporation; 886 2. The employees and work force of the benefit corporation, 887 its subsidiaries, and its suppliers; 888 3. The interests of customers and suppliers as 889 beneficiaries of the general public benefit and any specific 890 public benefit purposes of the benefit corporation; 891 4. Community and societal factors, including those of each 892 community in which offices or facilities of the benefit 893 corporation, its subsidiaries, or its suppliers are located; 894 5. The local and global environment; 895 6. The short-term and long-term interests of the benefit 896 corporation, including benefits that may accrue to the benefit 897 corporation from its long-term plans and the possibility that 898 these interests may be best served by the continued independence 899 of the benefit corporation; and 900 7. The ability of the benefit corporation to accomplish its 901 general public benefit purpose and each of its specific public 902 benefit purposes, if any; and 903 (b) May consider other pertinent factors or the interests 904 of any other group that they deem appropriate. 905 (c) Are not required to give priority to the interests of a 906 particular person or group referred to in paragraphs (a) or (b) 907 over the interests of any other person or group, unless the 908 benefit corporation has stated in its articles of incorporation 909 its intention to give priority to certain interests; and 910 (d) Are not required to give equal weight to the interests 911 of a particular person or group referred to in paragraphs (a) or 912 (b), unless the benefit corporation has stated in its articles 913 of incorporation its intention to give such equal weight. 914 (2) Except as otherwise provided in the articles of 915 incorporation, a director is not personally liable for monetary 916 damages for the failure of the benefit corporation to pursue or 917 create general public benefit or a specific public benefit 918 identified in its articles of incorporation. A director is 919 subject to the duties established in s. 607.0830. 920 (3) Except as otherwise provided in the articles of 921 incorporation, a director does not have a duty to a person who 922 is a beneficiary of the general public benefit purpose or any 923 one or more specific public benefit purposes of the benefit 924 corporation arising from the status of the person as a 925 beneficiary. 926 Section 25. Section 607.608, Florida Statutes, is created 927 to read: 928 607.608 Benefit director.— 929 (1) If the articles of incorporation so provide, the board 930 of directors of a benefit corporation may include a director who 931 is designated as the benefit director and, in addition to the 932 powers, duties, rights, and immunities of the other directors of 933 the benefit corporation, has the powers, duties, rights, and 934 immunities provided in this part. 935 (2) The benefit director shall be elected, and may be 936 removed, in the manner provided by this chapter. The benefit 937 director shall be an individual who is independent. The benefit 938 director may also serve as a benefit officer. The articles of 939 incorporation or bylaws may prescribe additional qualifications 940 of the benefit director. 941 (3) Unless the articles of incorporation or bylaws provide 942 otherwise, the benefit director shall prepare, and the benefit 943 corporation shall include in the annual benefit report to 944 shareholders required by s. 607.612, the opinion of the benefit 945 director on the following: 946 (a) Whether the benefit corporation in all material 947 respects acted in accordance with its general public benefit 948 purpose and any specific public benefit purpose during the 949 period covered by the report. 950 (b) Whether the directors and officers complied with ss. 951 607.607(1) and 607.609(1). 952 (c) If, in the opinion of the benefit director, the benefit 953 corporation or its directors or officers failed to comply with 954 paragraph (a) or s. 607.607(1) or s. 607.609(1), a written 955 description of the ways in which the benefit corporation or its 956 directors failed to comply. 957 (4) The action or inaction of an individual in his or her 958 capacity as a benefit director shall constitute for all purposes 959 an action or inaction of that individual in his or her capacity 960 as a director of the benefit corporation. 961 (5) The benefit director of a corporation formed under 962 chapter 621 does not need to be independent. 963 Section 26. Section 607.609, Florida Statutes, is created 964 to read: 965 607.609 Standard of conduct for officers.— 966 (1) If an officer of a benefit corporation reasonably 967 believes that a matter may have a material effect on the ability 968 of the corporation to create, or the creation by the corporation 969 of, general public benefit or a specific public benefit 970 identified in the articles of incorporation and the officer has 971 discretion to act on the matter, the officer shall consider the 972 interests and factors provided in s. 607.607(1). 973 (2) The officer’s consideration of interests and factors 974 under subsection (1) does not constitute a violation of s. 975 607.0841. 976 (3) Except as provided in the articles of incorporation, an 977 officer is not personally liable for monetary damages to the 978 corporation or to any other person for the failure of the 979 benefit corporation to pursue or create general public benefit 980 or a specific public benefit, however, he or she is subject to 981 s. 607.0841. 982 (4) Except as otherwise provided in the articles of 983 incorporation, an officer does not have a duty to a person who 984 is a beneficiary of the general public benefit purpose or any 985 specific public benefit purpose of the benefit corporation 986 arising from the status of the person as a beneficiary. 987 Section 27. Section 607.610, Florida Statutes, is created 988 to read: 989 607.610 Benefit officer.— 990 (1) A benefit corporation may designate an officer as the 991 benefit officer. 992 (2) The benefit officer has the powers and duties set forth 993 in the bylaws or determined by the board of directors, which may 994 include, but are not limited to: 995 (a) Powers and duties relating to the general public 996 benefit or a specific public benefit purpose of the corporation; 997 and 998 (b) The duty to prepare the annual benefit report required 999 under s. 607.612. 1000 Section 28. Section 607.611, Florida Statutes, is created 1001 to read: 1002 607.611 Right of action.— 1003 (1)(a) Except in a benefit enforcement proceeding, no 1004 person may bring an action or assert a claim against a benefit 1005 corporation or its directors or officers with respect to: 1006 1. A failure to pursue or create general public benefit or 1007 a specific public benefit set forth in its articles of 1008 incorporation; or 1009 2. A violation of an obligation, duty, or standard of 1010 conduct under this part. 1011 (b) A benefit corporation is not liable for monetary 1012 damages under this part for the failure of the benefit 1013 corporation to pursue or create a general public benefit or a 1014 specific public benefit. 1015 (2) A benefit enforcement proceeding may be commenced or 1016 maintained only: 1017 (a) Directly by the benefit corporation; or 1018 (b) Derivatively by: 1019 1. A shareholder of record on the date of the action or 1020 inaction complained of in the benefit enforcement proceeding; 1021 2. A director; 1022 3. A person or group of persons that owns beneficially or 1023 of record 5 percent or more of the outstanding equity interests 1024 in an entity of which the benefit corporation is a subsidiary on 1025 the date of the action or inaction complained of in the 1026 proceeding; or 1027 4. Any other person who is specified in the articles of 1028 incorporation or bylaws of the benefit corporation. 1029 Section 29. Section 607.612, Florida Statutes, is created 1030 to read: 1031 607.612 Preparation of annual benefit report.— 1032 (1) Unless it is prepared by a benefit director or a 1033 benefit officer, the board of directors shall prepare an annual 1034 benefit report which includes all of the following: 1035 (a) A narrative description of: 1036 1. The ways in which the benefit corporation pursued 1037 general public benefit during the year and the extent to which 1038 general public benefit was created. 1039 2. Any circumstance that has hindered the pursuit or 1040 creation of general public benefit or a specific public benefit 1041 by the benefit corporation. 1042 3. The process and rationale for selecting or changing the 1043 third-party standard used to prepare the benefit report. 1044 (b) The annual benefit report must be prepared in 1045 accordance with a third-party standard that is: 1046 1. Applied consistently with any previous application in 1047 prior annual benefit reports; or 1048 2. Accompanied by an explanation of the reasons for any 1049 inconsistent application or any change in the standard from the 1050 immediate prior report. 1051 (c) The name of the benefit director and the benefit 1052 officer, if those positions exist, and the respective business 1053 addresses to which correspondence may be directed. 1054 (d) If the corporation has a benefit director, the 1055 statement as provided in s. 607.608(3). 1056 (e) A statement of any connection between the organization 1057 that established the third-party standard, or its directors, 1058 officers, or any holder of 5 percent or more of the governance 1059 interests in the organization, and the benefit corporation or 1060 its directors, officers, or any holder of 5 percent or more of 1061 the outstanding shares of the benefit corporation, including any 1062 financial or governance relationship which might materially 1063 affect the credibility of the use of the third-party standard. 1064 (2) If, during the year covered by an annual benefit 1065 report, a benefit director resigned from, or refused to stand 1066 for reelection to, his or her position, or was removed from his 1067 or her position, and he or she furnished written correspondence 1068 to the benefit corporation concerning the circumstances 1069 surrounding his or her departure, that correspondence must be 1070 included as an exhibit in the annual benefit report. 1071 (3) The annual benefit report or the assessment of the 1072 performance of the benefit corporation in the annual benefit 1073 report required under paragraph (1)(b) does not need to be 1074 audited or certified by a third-party standards provider. 1075 Section 30. Section 607.613, Florida Statutes, is created 1076 to read: 1077 607.613 Availability of annual benefit report.— 1078 (1) Each benefit corporation shall send its annual benefit 1079 report to each shareholder: 1080 (a) Within 120 days after the end of the fiscal year of the 1081 benefit corporation; or 1082 (b) At the same time that the benefit corporation delivers 1083 any other annual report to its shareholders. 1084 (2) A benefit corporation shall post each annual benefit 1085 report on the public portion of its Internet website, if any, 1086 and it shall remain posted for at least 3 years. 1087 (3) If a benefit corporation does not have an Internet 1088 website, the benefit corporation shall provide a copy of its 1089 most recent annual benefit report, without charge, to any person 1090 who requests a copy. 1091 (4) If a benefit corporation does not comply with the 1092 annual benefit report delivery requirement, the circuit court in 1093 the county in which the principal office of the benefit 1094 corporation or, if no office is located in this state, the 1095 county in which its registered office is located, may, after a 1096 shareholder of the benefit corporation requests a copy, 1097 summarily order the corporation to furnish the report. If the 1098 court orders the report to be furnished, the court may also 1099 order the benefit corporation to pay the shareholder’s costs, 1100 including reasonable attorney fees, which were incurred in 1101 obtaining the order and otherwise enforce its rights under this 1102 section. 1103 Section 31. This act shall take effect July 1, 2013.