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New Jersey Statutes Title 14A. Corporations, General 14A § 18-7

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a. The board of directors of a benefit corporation shall include one director who shall be designated the “benefit director” and shall have, in addition to all of the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in this act.

b. The benefit director shall be elected, and may be removed, in the manner provided by chapter 6 of Title 14A of the New Jersey Statutes,  1 and shall be an individual who is independent.  The benefit director may serve as the benefit officer, designated pursuant to section 9 of this act,  2 at the same time as serving as the benefit director.  The certificate of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.

c. The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 11 of this act,  3 a statement whether, in the opinion of the benefit director, the benefit corporation acted in accordance with its general, and any specific, public benefit purpose in all material respects during the period covered by the report and whether the directors and officers complied with subsection a. of section 6 of this act and subsection a. of section 8 of this act.  4 If in the opinion of the benefit director the benefit corporation or its directors or officers failed to act in accordance with its public benefit purpose, then the statement of the benefit director shall include a description of the ways in which the benefit corporation or its directors or officers failed to act.

d. If the by-laws of a benefit corporation provide that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors pursuant to N.J.S.14A:6-1, then the bylaws of the benefit corporation must provide that the person or shareholders who perform the duties of a board of directors shall include a person with the powers, duties, rights and immunities of a benefit director.

e. Regardless of whether the certificate of incorporation of a benefit corporation includes a provision eliminating or limiting the personal liability of directors authorized by subsection (3) of N.J.S.14A:2-7, a benefit director shall not be personally liable for any act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct or a knowing violation of law.

1  N.J.S.A. § 14A:6-1 et seq.
2  L.2011, c. 30 (N.J.S.A. § 14A:18-9).
3  L.2011, c. 30 (N.J.S.A. § 14A:18-11).
4  L.2011, c. 30, §§ 6 and 8 (N.J.S.A. § 14:18A-6, N.J.S.A. § 14:18A-8).

Cite this article: - New Jersey Statutes Title 14A. Corporations, General 14A § 18-7 - last updated February 19, 2021 |

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