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Indiana Code Title 23. Business and Other Associations § 23-1.3-6-2

Current as of January 02, 2024 | Updated by Findlaw Staff

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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Cite this article: FindLaw.com - Indiana Code Title 23. Business and Other Associations § 23-1.3-6-2 - last updated January 02, 2024 | https://codes.findlaw.com/in/title-23-business-and-other-associations/in-code-sect-23-1-3-6-2/

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