Bill Text: NY A11498 | 2009-2010 | General Assembly | Amended


Bill Title: Authorizes the incorporation of benefit corporations and provides for the public benefit to be created by benefit corporations, for the election and termination of the status of a benefit corporation, for the standards of conduct for directors and officers of a benefit corporation, and for the preparation and distribution of an annual benefit report by a benefit corporation.

Spectrum: Moderate Partisan Bill (Democrat 8-1)

Status: (Introduced - Dead) 2010-06-30 - reported referred to rules [A11498 Detail]

Download: New_York-2009-A11498-Amended.html
                           S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
                                       11498--B
                                 I N  A S S E M B L Y
                                     June 17, 2010
                                      ___________
       Introduced  by  COMMITTEE  ON  RULES -- (at request of M. of A. Brodsky,
         Kavanagh,  Rosenthal,  Galef,  Corwin,  Gianaris)  --  read  once  and
         referred to the Committee on Corporations, Authorities and Commissions
         --  committee  discharged,  bill amended, ordered reprinted as amended
         and recommitted to said committee -- again reported from said  commit-
         tee  with  amendments, ordered reprinted as amended and recommitted to
         said committee
       AN ACT to amend the general construction law  and  the  business  corpo-
         ration  law,  in  relation to authorizing the incorporation of benefit
         corporations, providing for the public benefit to be created by  bene-
         fit  corporations, for the election and termination of the status of a
         benefit corporation, for the standards of conduct for directors  of  a
         benefit  corporation,  and  for the preparation and distribution of an
         annual benefit report by a benefit corporation
         THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
       BLY, DO ENACT AS FOLLOWS:
    1    Section  1.  Paragraphs  3 and 4 of subdivision d of section 65 of the
    2  general construction law, as added by chapter 451 of the  laws  of  1973
    3  are amended and a new paragraph 5 is added to read as follows:
    4    3. A railroad corporation, [or]
    5    4. A transportation corporation[.], OR
    6    5. A BENEFIT CORPORATION.
    7    S 2. Section 66 of the general construction law is amended by adding a
    8  new subdivision 4-a to read as follows:
    9    4-A.  A  "BENEFIT  CORPORATION"  MEANS A BUSINESS CORPORATION THAT HAS
   10  ELECTED TO BECOME SUBJECT TO ARTICLE SEVENTEEN OF  THE  BUSINESS  CORPO-
   11  RATION LAW AND WHOSE STATUS AS A BENEFIT CORPORATION HAS NOT BEEN TERMI-
   12  NATED AS PROVIDED IN ARTICLE SEVENTEEN OF THE BUSINESS CORPORATION LAW.
   13    S  3.  The business corporation law is amended by adding a new article
   14  17 to read as follows:
   15                                 ARTICLE 17
   16                            BENEFIT CORPORATIONS
   17  SECTION 1701. APPLICATION AND EFFECT OF ARTICLE.
   18          1702. DEFINITIONS.
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD17164-06-0
       A. 11498--B                         2
    1          1703. FORMATION OF BENEFIT CORPORATIONS.
    2          1704. ELECTION  OF  AN EXISTING BUSINESS CORPORATION TO BECOME A
    3                  BENEFIT CORPORATION.
    4          1705. TERMINATION OF BENEFIT CORPORATION STATUS.
    5          1706. CORPORATE PURPOSES.
    6          1707. STANDARD OF CONDUCT FOR DIRECTORS.
    7          1708. ANNUAL BENEFIT REPORT.
    8  S 1701. APPLICATION AND EFFECT OF ARTICLE.
    9    (A) THIS ARTICLE SHALL BE APPLICABLE TO ALL BENEFIT CORPORATIONS.
   10    (B) THE EXISTENCE OF A PROVISION OF THIS ARTICLE SHALL NOT  OF  ITSELF
   11  CREATE  ANY  IMPLICATION  THAT A CONTRARY OR DIFFERENT RULE OF LAW IS OR
   12  WOULD BE APPLICABLE TO A BUSINESS CORPORATION  THAT  IS  NOT  A  BENEFIT
   13  CORPORATION.  THIS  ARTICLE  SHALL NOT AFFECT ANY STATUTE OR RULE OF LAW
   14  THAT IS OR WOULD BE APPLICABLE TO A BUSINESS CORPORATION THAT IS  NOT  A
   15  BENEFIT CORPORATION.
   16    (C)  EXCEPT  AS OTHERWISE PROVIDED IN THIS ARTICLE, THIS CHAPTER SHALL
   17  BE GENERALLY APPLICABLE TO ALL BENEFIT CORPORATIONS.
   18    (D) A PROVISION OF THE CERTIFICATE OF INCORPORATION  OR  BYLAWS  OF  A
   19  BENEFIT CORPORATION MAY NOT RELAX, BE INCONSISTENT WITH OR SUPERSEDE ANY
   20  PROVISION OF THIS ARTICLE.
   21  S 1702. DEFINITIONS.
   22    AS  USED  IN  THIS ARTICLE, UNLESS THE CONTEXT OTHERWISE REQUIRES, THE
   23  TERM:
   24    (A) "BENEFIT  CORPORATION"  MEANS  A  BUSINESS  CORPORATION  THAT  HAS
   25  ELECTED  TO BECOME SUBJECT TO THIS ARTICLE AND WHOSE STATUS AS A BENEFIT
   26  CORPORATION HAS NOT BEEN TERMINATED AS PROVIDED IN THIS ARTICLE.
   27    (B) "GENERAL PUBLIC BENEFIT" MEANS A MATERIAL POSITIVE IMPACT ON SOCI-
   28  ETY AND THE ENVIRONMENT, AS MEASURED BY A THIRD-PARTY STANDARD.
   29    (C) "INDEPENDENT" MEANS THAT A PERSON  HAS  NO  MATERIAL  RELATIONSHIP
   30  WITH  A  BENEFIT  CORPORATION OR ANY OF ITS SUBSIDIARIES (OTHER THAN THE
   31  RELATIONSHIP OF SERVING AS THE BENEFIT  DIRECTOR  OR  BENEFIT  OFFICER),
   32  EITHER DIRECTLY OR AS A SHAREHOLDER, PARTNER, MEMBER OR OTHER OWNER OR A
   33  DIRECTOR,  OFFICER  OR  OTHER  MANAGER  OF AN ENTITY THAT HAS A MATERIAL
   34  RELATIONSHIP WITH THE BENEFIT CORPORATION OR ANY OF ITS SUBSIDIARIES.  A
   35  MATERIAL RELATIONSHIP BETWEEN AN INDIVIDUAL AND A BENEFIT CORPORATION OR
   36  ANY OF ITS SUBSIDIARIES WILL BE CONCLUSIVELY PRESUMED TO EXIST IF:
   37    (1) THE PERSON IS, OR HAS BEEN WITHIN THE LAST THREE YEARS, AN EMPLOY-
   38  EE OF THE BENEFIT CORPORATION OR ANY OF ITS SUBSIDIARIES;
   39    (2)  AN  IMMEDIATE  FAMILY MEMBER OF THE PERSON IS, OR HAS BEEN WITHIN
   40  THE LAST THREE YEARS, AN EXECUTIVE OFFICER OF THE BENEFIT CORPORATION OR
   41  ANY OF ITS SUBSIDIARIES; OR
   42    (3) THE PERSON, OR AN ENTITY OF WHICH THE PERSON IS A DIRECTOR,  OFFI-
   43  CER  OR  OTHER  MANAGER  OR  IN WHICH THE PERSON OWNS BENEFICIALLY OR OF
   44  RECORD FIVE PERCENT OR MORE OF THE EQUITY INTERESTS,  OWNS  BENEFICIALLY
   45  OR  OF  RECORD  FIVE PERCENT OR MORE OF THE SHARES OF THE BENEFIT CORPO-
   46  RATION.
   47    (D) "MINIMUM STATUS  VOTE"  MEANS  THAT,  IN  ADDITION  TO  ANY  OTHER
   48  APPROVAL  OR  VOTE REQUIRED BY THIS CHAPTER, THE CERTIFICATE OF INCORPO-
   49  RATION OR A BYLAW ADOPTED BY THE SHAREHOLDERS:
   50    (1) THE HOLDERS OF SHARES OF EVERY CLASS OR SERIES SHALL  BE  ENTITLED
   51  TO  VOTE  ON THE CORPORATE ACTION REGARDLESS OF ANY LIMITATION STATED IN
   52  THE CERTIFICATE OF INCORPORATION OR BYLAWS ON THE VOTING RIGHTS  OF  ANY
   53  CLASS OR SERIES.
   54    (2)  THE CORPORATE ACTION MUST BE APPROVED BY VOTE OF THE SHAREHOLDERS
   55  OF EACH CLASS OR SERIES ENTITLED TO CAST AT LEAST THREE-QUARTERS OF  THE
       A. 11498--B                         3
    1  VOTES  THAT ALL SHAREHOLDERS OF THE CLASS OR SERIES ARE ENTITLED TO CAST
    2  THEREON.
    3    (E)  "SPECIFIC PUBLIC BENEFIT," AS MEASURED BY A THIRD-PARTY STANDARD,
    4  INCLUDES:
    5    (1) PROVIDING LOW-INCOME OR  UNDERSERVED  INDIVIDUALS  OR  COMMUNITIES
    6  WITH BENEFICIAL PRODUCTS OR SERVICES;
    7    (2)  PROMOTING  ECONOMIC  OPPORTUNITY  FOR  INDIVIDUALS OR COMMUNITIES
    8  BEYOND THE CREATION OF JOBS IN THE NORMAL COURSE OF BUSINESS;
    9    (3) PRESERVING THE ENVIRONMENT;
   10    (4) IMPROVING HUMAN HEALTH;
   11    (5) PROMOTING THE ARTS, SCIENCES OR ADVANCEMENT OF KNOWLEDGE;
   12    (6) INCREASING THE FLOW OF CAPITAL TO ENTITIES WITH A  PUBLIC  BENEFIT
   13  PURPOSE; AND
   14    (7)  THE ACCOMPLISHMENT OF ANY OTHER PARTICULAR BENEFIT FOR SOCIETY OR
   15  THE ENVIRONMENT.
   16    (F) "SUBSIDIARY" MEANS AN ENTITY IN WHICH A PERSON  OWNS  BENEFICIALLY
   17  OR OF RECORD FIFTY PERCENT OR MORE OF THE EQUITY INTERESTS.
   18    (G)  "THIRD-PARTY  STANDARD" MEANS A STANDARD RECOGNIZED BY THE SECRE-
   19  TARY OF STATE OR ITS DESIGNEE OR DESIGNEES FOR DEFINING,  REPORTING  AND
   20  ASSESSING CORPORATE SOCIAL AND ENVIRONMENTAL PERFORMANCE THAT IS:
   21    (1)  DEVELOPED  BY  A PERSON THAT IS INDEPENDENT OF THE BENEFIT CORPO-
   22  RATION; AND
   23    (2) TRANSPARENT BECAUSE THE FOLLOWING INFORMATION ABOUT  THE  STANDARD
   24  IS PUBLICLY AVAILABLE:
   25    (A)  THE  FACTORS CONSIDERED WHEN MEASURING THE PERFORMANCE OF A BUSI-
   26  NESS;
   27    (B) THE RELATIVE WEIGHTINGS OF THOSE FACTORS; AND
   28    (C) THE IDENTITY OF THE PERSONS WHO DEVELOPED AND CONTROL  CHANGES  TO
   29  THE STANDARD AND THE PROCESS BY WHICH THOSE CHANGES ARE MADE.
   30  S 1703. FORMATION OF BENEFIT CORPORATIONS.
   31    A  BENEFIT CORPORATION SHALL BE FORMED IN ACCORDANCE WITH THIS CHAPTER
   32  EXCEPT THAT ITS CERTIFICATE OF INCORPORATION SHALL ALSO STATE THAT IT IS
   33  A BENEFIT CORPORATION.
   34  S 1704. ELECTION OF AN EXISTING BUSINESS CORPORATION TO BECOME A BENEFIT
   35  CORPORATION.
   36    (A) A BUSINESS CORPORATION MAY BECOME A BENEFIT CORPORATION UNDER THIS
   37  ARTICLE BY AMENDING ITS CERTIFICATE OF INCORPORATION SO THAT IT CONTAINS
   38  A STATEMENT THAT THE CORPORATION IS A BENEFIT CORPORATION. THE AMENDMENT
   39  SHALL NOT BE EFFECTIVE UNLESS IT IS ADOPTED  BY  AT  LEAST  THE  MINIMUM
   40  STATUS VOTE.
   41    (B)  ANY CORPORATION THAT IS NOT A BENEFIT CORPORATION THAT IS A PARTY
   42  TO A MERGER OR CONSOLIDATION IN  WHICH  THE  SURVIVING  OR  CONSOLIDATED
   43  CORPORATION WILL BE A BENEFIT CORPORATION MUST APPROVE THE PLAN OF MERG-
   44  ER  OR  CONSOLIDATION BY AT LEAST THE MINIMUM STATUS VOTE IN ADDITION TO
   45  ANY OTHER VOTE REQUIRED BY THIS CHAPTER,  THE  CERTIFICATE  OF  INCORPO-
   46  RATION OR THE BYLAWS.
   47  S 1705. TERMINATION OF BENEFIT CORPORATION STATUS.
   48    (A)  A  BENEFIT CORPORATION MAY TERMINATE ITS STATUS AS SUCH AND CEASE
   49  TO BE SUBJECT TO THIS ARTICLE BY AMENDING ITS  CERTIFICATE  OF  INCORPO-
   50  RATION  TO DELETE THE STATEMENT THAT THE CORPORATION IS A BENEFIT CORPO-
   51  RATION. THE AMENDMENT SHALL NOT BE EFFECTIVE UNLESS IT IS ADOPTED BY  AT
   52  LEAST THE MINIMUM STATUS VOTE.
   53    (B)  IF  A  PLAN  OR  MERGER OR CONSOLIDATION WOULD HAVE THE EFFECT OF
   54  TERMINATING THE STATUS OF A BUSINESS CORPORATION  AS  A  BENEFIT  CORPO-
   55  RATION, THE PLAN SHALL NOT BE EFFECTIVE UNLESS IT IS ADOPTED BY AT LEAST
   56  THE MINIMUM STATUS VOTE.
       A. 11498--B                         4
    1  S 1706. CORPORATE PURPOSES.
    2    (A) EVERY BENEFIT CORPORATION SHALL HAVE A PURPOSE OF CREATING GENERAL
    3  PUBLIC  BENEFIT.  THIS  PURPOSE  IS  IN  ADDITION  TO ITS PURPOSES UNDER
    4  SECTION TWO HUNDRED ONE OF THIS CHAPTER AND  ANY  SPECIFIC  PURPOSE  SET
    5  FORTH  IN ITS ARTICLES UNDER PARAGRAPH (B) OF THIS SECTION.  THE PURPOSE
    6  TO CREATE GENERAL PUBLIC BENEFIT  MAY  BE  A  LIMITATION  ON  THE  OTHER
    7  PURPOSES  OF  THE BENEFIT CORPORATION, AND SHALL CONTROL OVER ANY INCON-
    8  SISTENT PURPOSE OF THE BENEFIT CORPORATION.
    9    (B) THE ARTICLES OF A BENEFIT CORPORATION MAY  IDENTIFY  ONE  OR  MORE
   10  SPECIFIC  PUBLIC  BENEFITS  THAT IT IS THE PURPOSE OF THE BENEFIT CORPO-
   11  RATION TO CREATE IN ADDITION TO ITS PURPOSES UNDER SECTION  TWO  HUNDRED
   12  ONE OF THIS CHAPTER AND PARAGRAPH (A) OF THIS SECTION.
   13    (C)  THE  CREATION OF GENERAL AND SPECIFIC PUBLIC BENEFITS AS PROVIDED
   14  IN PARAGRAPHS (A) AND (B) OF THIS SECTION IS IN THE  BEST  INTERESTS  OF
   15  THE BENEFIT CORPORATION.
   16    (D)  A  BENEFIT CORPORATION MAY AMEND ITS CERTIFICATE OF INCORPORATION
   17  TO ADD, AMEND OR DELETE THE IDENTIFICATION OF A SPECIFIC PUBLIC  BENEFIT
   18  THAT  IT IS THE PURPOSE OF THE BENEFIT CORPORATION TO CREATE. THE AMEND-
   19  MENT SHALL NOT BE EFFECTIVE UNLESS IT IS ADOPTED BY AT LEAST THE MINIMUM
   20  STATUS VOTE.
   21  S 1707. STANDARD OF CONDUCT FOR DIRECTORS.
   22    (A) IN DISCHARGING THE DUTIES OF THEIR RESPECTIVE POSITIONS, THE BOARD
   23  OF DIRECTORS, COMMITTEES OF THE BOARD  AND  INDIVIDUAL  DIRECTORS  OF  A
   24  BENEFIT CORPORATION:
   25    (1) SHALL CONSIDER THE EFFECTS OF ANY ACTION UPON:
   26    (A)  THE  ABILITY FOR THE BENEFIT CORPORATION TO ACCOMPLISH ITS PUBLIC
   27  BENEFIT PURPOSE;
   28    (B) THE SHAREHOLDERS OF THE BENEFIT CORPORATION;
   29    (C) THE EMPLOYEES AND WORKFORCE OF THE  BENEFIT  CORPORATION  AND  ITS
   30  SUBSIDIARIES AND SUPPLIERS;
   31    (D)  THE  INTERESTS  OF  CUSTOMERS  AS BENEFICIARIES OF THE GENERAL OR
   32  SPECIFIC PUBLIC BENEFIT PURPOSES OF THE BENEFIT CORPORATION;
   33    (E) COMMUNITY AND SOCIETAL  CONSIDERATIONS,  INCLUDING  THOSE  OF  ANY
   34  COMMUNITY  IN  WHICH OFFICES OR FACILITIES OF THE BENEFIT CORPORATION OR
   35  ITS SUBSIDIARIES OR SUPPLIERS ARE LOCATED;
   36    (F) THE LOCAL AND GLOBAL ENVIRONMENT; AND
   37    (G) THE SHORT-TERM AND LONG-TERM INTERESTS OF THE BENEFIT CORPORATION,
   38  INCLUDING BENEFITS THAT MAY ACCRUE TO THE BENEFIT CORPORATION  FROM  ITS
   39  LONG-TERM  PLANS  AND  THE  POSSIBILITY THAT THESE INTERESTS MAY BE BEST
   40  SERVED BY THE CONTINUED INDEPENDENCE OF THE BENEFIT CORPORATION;
   41    (2) MAY CONSIDER:
   42    (A) THE RESOURCES, INTENT AND CONDUCT (PAST, STATED AND POTENTIAL)  OF
   43  ANY PERSON SEEKING TO ACQUIRE CONTROL OF THE CORPORATION; AND
   44    (B)  ANY  OTHER  PERTINENT FACTORS OR THE INTERESTS OF ANY OTHER GROUP
   45  THAT THEY DEEM APPROPRIATE; AND
   46    (3) SHALL NOT BE REQUIRED TO GIVE PRIORITY TO  THE  INTERESTS  OF  ANY
   47  PARTICULAR  PERSON  OR GROUP REFERRED TO IN SUBPARAGRAPHS ONE AND TWO OF
   48  THIS PARAGRAPH OVER THE INTERESTS OF ANY OTHER PERSON  OR  GROUP  UNLESS
   49  THE  BENEFIT  CORPORATION  HAS  STATED ITS INTENTION TO GIVE PRIORITY TO
   50  INTERESTS RELATED TO A SPECIFIC PUBLIC BENEFIT PURPOSE IDENTIFIED IN ITS
   51  CERTIFICATE OF INCORPORATION.
   52    (B) THE CONSIDERATION OF INTERESTS AND FACTORS IN THE MANNER  REQUIRED
   53  BY PARAGRAPH (A) OF THIS SECTION:
   54    (1)  SHALL  NOT  CONSTITUTE  A  VIOLATION OF THE PROVISIONS OF SECTION
   55  SEVEN HUNDRED SEVENTEEN OF THIS CHAPTER; AND
       A. 11498--B                         5
    1    (2) IS IN ADDITION TO THE ABILITY OF DIRECTORS TO  CONSIDER  INTERESTS
    2  AND FACTORS AS PROVIDED IN SECTION SEVEN HUNDRED SEVENTEEN OF THIS CHAP-
    3  TER.
    4    (C) NOTWITHSTANDING THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION, A
    5  DIRECTOR OF A BENEFIT CORPORATION HAS THE FIDUCIARY DUTIES OF A DIRECTOR
    6  OF  A  BUSINESS  CORPORATION THAT IS NOT A BENEFIT CORPORATION EXCEPT TO
    7  THE EXTENT THOSE DUTIES ARE INCONSISTENT WITH  THE  PROVISIONS  OF  THIS
    8  ARTICLE.
    9  S 1708.  ANNUAL BENEFIT REPORT.
   10    (A)  A  BENEFIT CORPORATION MUST DELIVER TO EACH SHAREHOLDER AN ANNUAL
   11  BENEFIT REPORT INCLUDING:
   12    (1) A NARRATIVE DESCRIPTION OF:
   13    (A) THE WAYS IN WHICH THE BENEFIT CORPORATION PURSUED  GENERAL  PUBLIC
   14  BENEFIT  DURING  THE YEAR AND THE EXTENT TO WHICH GENERAL PUBLIC BENEFIT
   15  WAS CREATED;
   16    (B) THE WAYS IN WHICH THE BENEFIT  CORPORATION  PURSUED  ANY  SPECIFIC
   17  PUBLIC  BENEFIT  THAT  THE CERTIFICATE OF INCORPORATION STATES IT IS THE
   18  PURPOSE OF THE BENEFIT CORPORATION TO CREATE AND  THE  EXTENT  TO  WHICH
   19  THAT SPECIFIC PUBLIC BENEFIT WAS CREATED; AND
   20    (C)  ANY  CIRCUMSTANCES THAT HAVE HINDERED THE CREATION BY THE BENEFIT
   21  CORPORATION OF GENERAL OR SPECIFIC PUBLIC BENEFIT;
   22    (2) AN ASSESSMENT OF THE PERFORMANCE OF THE BENEFIT CORPORATION, RELA-
   23  TIVE TO ITS GENERAL PUBLIC  BENEFIT  PURPOSE  AND,  IF  APPLICABLE,  ITS
   24  SPECIFIC PUBLIC BENEFIT PURPOSE OR PURPOSES, PREPARED IN ACCORDANCE WITH
   25  A THIRD-PARTY STANDARD APPLIED CONSISTENTLY WITH ANY APPLICATION OF THAT
   26  STANDARD  IN  PRIOR  BENEFIT REPORTS OR ACCOMPANIED BY AN EXPLANATION OF
   27  THE REASONS FOR ANY INCONSISTENT APPLICATION;
   28    (3) THE COMPENSATION PAID BY THE BENEFIT CORPORATION DURING  THE  YEAR
   29  TO EACH DIRECTOR IN THAT CAPACITY; AND
   30    (4)  THE  NAME OF EACH PERSON THAT OWNS BENEFICIALLY OR OF RECORD FIVE
   31  PERCENT OR MORE OF THE OUTSTANDING SHARES OF THE BENEFIT CORPORATION.
   32    (B) THE BENEFIT REPORT MUST BE SENT ANNUALLY TO EACH SHAREHOLDER WITH-
   33  IN ONE HUNDRED TWENTY DAYS FOLLOWING THE END OF THE FISCAL YEAR  OF  THE
   34  BENEFIT  CORPORATION  OR  AT  THE SAME TIME THAT THE BENEFIT CORPORATION
   35  DELIVERS ANY OTHER ANNUAL REPORT TO ITS SHAREHOLDERS.    DELIVERY  OF  A
   36  BENEFIT  REPORT  TO SHAREHOLDERS IS IN ADDITION TO ANY OTHER REQUIREMENT
   37  TO DELIVER AN ANNUAL REPORT TO SHAREHOLDERS.
   38    (C) A BENEFIT CORPORATION MUST POST ITS MOST RECENT BENEFIT REPORT  ON
   39  THE  PUBLIC PORTION OF ITS WEBSITE, IF ANY, EXCEPT THAT THE COMPENSATION
   40  PAID TO DIRECTORS AND ANY FINANCIAL OR PROPRIETARY INFORMATION  INCLUDED
   41  IN THE BENEFIT REPORT MAY BE OMITTED FROM THE BENEFIT REPORT AS POSTED.
   42    (D) CONCURRENTLY WITH THE DELIVERY OF THE BENEFIT REPORT TO SHAREHOLD-
   43  ERS  PURSUANT  TO PARAGRAPH (B) OF THIS SECTION, THE BENEFIT CORPORATION
   44  MUST DELIVER A COPY OF THE BENEFIT REPORT TO THE DEPARTMENT FOR  FILING,
   45  EXCEPT  THAT  THE  COMPENSATION  PAID  TO DIRECTORS AND ANY FINANCIAL OR
   46  PROPRIETARY INFORMATION INCLUDED IN THE BENEFIT REPORT  MAY  BE  OMITTED
   47  FROM THE BENEFIT REPORT AS FILED UNDER THIS SECTION.
   48    (E) IF A BENEFIT CORPORATION HAS NOT DELIVERED A BENEFIT REPORT TO THE
   49  SECRETARY OF STATE FOR A PERIOD OF TWO YEARS, THE SECRETARY OF STATE MAY
   50  PREPARE  AND  FILE  A  STATEMENT  THAT THE CORPORATION HAS FORFEITED ITS
   51  STATUS AS A BENEFIT CORPORATION AND IS NO LONGER SUBJECT TO  THIS  ARTI-
   52  CLE.  IF  THE  CORPORATION SUBSEQUENTLY DELIVERS A BENEFIT REPORT TO THE
   53  SECRETARY OF STATE FOR FILING, THE STATUS OF THE CORPORATION AS A  BENE-
   54  FIT CORPORATION SHALL BE AUTOMATICALLY REINSTATED UPON THE FILING OF THE
   55  BENEFIT REPORT BY THE SECRETARY OF STATE AND THE CORPORATION SHALL AGAIN
   56  BE SUBJECT TO THIS ARTICLE.
       A. 11498--B                         6
    1    (F)  THE  ANNUAL  BENEFIT  REPORT  SHALL  BE  IN ADDITION TO ALL OTHER
    2  REPORTING REQUIREMENTS UNDER THIS CHAPTER.
    3    S  4.  This  act  shall take effect on the sixtieth day after it shall
    4  have become a law.
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