4079

(a) General rule.— Any Board of Directors of a public benefit corporation organized under the provisions of this chapter may designate from among its members a public benefit director who shall have, in addition to the same powers, duties, rights, and immunities of the other directors of the public benefit corporation, the powers, duties, rights, and immunities provided in this section.\n(b) Election, removal, and qualifications.— The position of public benefit director shall be filled by election and may be declared vacant as provided in §§ 3641—3662 of this title. The public benefit director shall serve concurrently as the Benefit Officer of the corporation and the public benefit director of the corporation if the bylaws of the corporation so allow. The Board may even designate a standing committee of members of the Board of Directors and employees of the corporation that fulfill the functions described for the public benefit director in this section. The certificate of incorporation and the bylaws of the public benefit corporation may prescribe additional requirements for the position and duties of the public benefit director; provided, that such requirements are not

corporation and the bylaws of the public benefit corporation may prescribe additional requirements for the position and duties of the public benefit director; provided, that such requirements are not inconsistent with this section.\n(c) Annual declaration of compliance.— The public benefit director shall be responsible for recommending the internal public benefit policy in accordance with the certificate of incorporation and bylaws, overseeing compliance with the public benefit purposes and filing an annual report with the stockholders, which shall be attached to the Annual Benefit Report established in § 4083 of this title. The Annual Benefit Report shall include the following:\n(1) Whether the public benefit corporation pursued its general public benefit during the report period.\n(2) Whether the directors and officers acted in accordance with §§ 4078 and 4080 of this title.\n(3) Recommendations in the case of noncompliance.\n(d) For all intents and purposes, the action or inaction of an individual acting in the capacity of a public benefit director shall constitute an action or inaction of that individual in the capacity of a director of the public benefit corporation.\n(e)

on of an individual acting in the capacity of a public benefit director shall constitute an action or inaction of that individual in the capacity of a director of the public benefit corporation.\n(e) Regardless of whether the certificate of incorporation or the bylaws of a public benefit corporation include a provision eliminating or limiting the personal liability of directors, a public benefit director shall not be personally liable for an action or inaction in the capacity of a public benefit director unless the action or inaction constitutes illegal insider trading, an unlawful willful act, or any other violation of law.\nHistory —Dec. 16, 2009, No. 164, added as § 23.09 on Dec. 22, 2015, No. 233, § 8, eff. 90 days after Dec. 22, 2015.