CSHB 49(L&C): "An Act relating to corporations, including benefit corporations, and other entities; and providing for an effective date."
00 CS FOR HOUSE BILL NO. 49(L&C) 01 "An Act relating to corporations, including benefit corporations, and other entities; and 02 providing for an effective date." 03 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA: 04 * Section 1. AS 10.06.633(a) is amended to read: 05 (a) A corporation may be dissolved involuntarily by the commissioner if 06 (1) the corporation is delinquent six months in filing its biennial report 07 or in paying its biennial corporation tax or a penalty; 08 (2) the corporation has failed for 30 days to appoint and maintain a 09 registered agent in the state; 10 (3) the corporation has failed for 30 days after change of its registered 11 office or registered agent to file in the office of the commissioner a statement of the 12 change; 13 (4) the corporation has failed for two years to complete dissolution 14 under a certificate of election under AS 10.06.608 to dissolve;
01 (5) a vacancy on the board of the corporation is not filled within six 02 months or the next annual meeting, whichever occurs first; 03 (6) a misrepresentation of material facts has been made in the 04 application, report, affidavit, or other document submitted under this chapter; [OR] 05 (7) the corporation is 90 days delinquent in filing notice of change of 06 an officer, director, alien affiliate, or five percent shareholder, as required by this 07 chapter; or 08 (8) the corporation, if a benefit corporation, is delinquent six 09 months or more in including its benefit report in its biennial report under 10 AS 10.60.570 or in paying the fee established under AS 10.60.570 for including 11 the benefit report in the biennial report; in this paragraph, "benefit corporation" 12 and "benefit report" have the meanings given in AS 10.60.990. 13 * Sec. 2. AS 10 is amended by adding a new chapter to read: 14 Chapter 60. Benefit Corporations. 15 Article 1. Establishment and Termination. 16 Sec. 10.60.010. Establishment of benefit corporation. A business 17 corporation may become a benefit corporation by 18 (1) including, at the time of the business corporation's organization 19 under AS 10.06 or AS 10.45, in the business corporation's articles of incorporation a 20 statement that the business corporation is a benefit corporation under this chapter; or 21 (2) amending its articles of incorporation to contain a statement that 22 the business corporation is a benefit corporation under this chapter; the amendment 23 shall be adopted by at least the minimum vote required under AS 10.60.700(a) for a 24 status change. 25 Sec. 10.60.020. Approval where organic change. If an entity that was formed 26 under the laws of this state is not a benefit corporation but is a party to a merger, 27 consolidation, conversion, or interest or share exchange under AS 10.06 or AS 10.55, 28 and the surviving, new, or resulting entity in the merger, consolidation, conversion, or 29 interest or share exchange is a benefit corporation, the domestic entity shall approve, 30 by at least the minimum vote required under AS 10.60.700(b) for a status change, the 31 plan of merger, consolidation, conversion, or interest or share exchange.
01 Sec. 10.60.030. General public benefit purpose. (a) A benefit corporation 02 shall have a purpose of creating general public benefit from the business and 03 operations of the benefit corporation. That purpose is in addition to the benefit 04 corporation's purpose under AS 10.06.005. 05 (b) The achievement of the general public benefit purpose under (a) of this 06 section is determined after all of the effects of the business and operations of the 07 benefit corporation are considered. 08 (c) The creation of general public benefit under (a) of this section is in the best 09 interests of the benefit corporation. 10 Sec. 10.60.040. Specific public benefit purpose. (a) In addition to its general 11 public benefit purpose, a benefit corporation may identify in its articles of 12 incorporation one or more specific public benefit purposes. 13 (b) A benefit corporation may amend its articles of incorporation to add, 14 amend, or delete a specific public benefit purpose. The benefit corporation shall adopt 15 the amendment by at least the minimum vote required under AS 10.60.700(a) for a 16 status change. 17 (c) The identification of a specific public benefit purpose under (a) of this 18 section does not limit the benefit corporation's general public benefit purpose. 19 (d) A benefit corporation may further a specific public benefit by 20 (1) providing low-income or underserved individuals, families, or 21 communities with beneficial products, services, or educational opportunities; 22 (2) promoting economic opportunity for individuals or communities 23 beyond the creation of jobs in the normal course of business; 24 (3) improving human health; 25 (4) promoting the arts, sciences, or advancement of knowledge; 26 (5) increasing the flow of capital to entities with a purpose to benefit 27 the public; or 28 (6) conferring another type of benefit on people or their surroundings. 29 (e) Pursuing a specific public benefit identified under this section is in the best 30 interests of the benefit corporation. 31 Sec. 10.60.050. Professional corporations. A professional corporation under
01 AS 10.45 that is a benefit corporation does not violate AS 10.45 by having a general 02 public benefit purpose or a specific public benefit purpose. 03 Sec. 10.60.060. Termination of benefit corporation status. (a) A benefit 04 corporation may terminate its status as a benefit corporation and cease to be subject to 05 this chapter by amending its articles of incorporation to delete the statement required 06 by AS 10.60.010 to be in the articles of incorporation. The benefit corporation shall 07 adopt the amendment by at least the minimum vote required under AS 10.60.700(a) 08 for a status change. 09 (b) If a benefit corporation is a party to merger, consolidation, conversion, or 10 interest or share exchange that would have the effect of terminating the status of a 11 benefit corporation, the benefit corporation shall approve, by at least the minimum 12 vote required under AS 10.60.700(a) for a status change, the plan of merger, 13 consolidation, conversion, or interest or share exchange. 14 Sec. 10.60.070. Disposition of assets. If a benefit corporation transacts a sale, 15 lease, exchange, or other disposition of all or substantially all of the assets of the 16 benefit corporation, unless the transaction is in the usual and regular course of 17 business, the benefit corporation shall approve the sale, lease, exchange, or other 18 disposition of all or substantially all of the assets of the benefit corporation by at least 19 the minimum vote required under AS 10.60.700(a) for a status change. 20 Article 2. Directors. 21 Sec. 10.60.100. Standard of conduct for directors. In discharging their duties 22 and in considering the best interests of a benefit corporation, the board of directors, 23 committees of the board, and individual directors of the benefit corporation 24 (1) shall consider the effects of an action or inaction on 25 (A) the shareholders of the benefit corporation; 26 (B) the employees and workforce of the benefit corporation, its 27 subsidiaries, and its suppliers; 28 (C) the interests of customers to the extent they are 29 beneficiaries of the general public benefit purpose or specific public benefit 30 purpose of the benefit corporation; 31 (D) community and societal factors, including the interests of
01 each community in which offices or facilities of the benefit corporation, its 02 subsidiaries, or its suppliers are located; 03 (E) local and global health; 04 (F) the short-term and long-term interests of the benefit 05 corporation, including benefits that may accrue to the benefit corporation from 06 its long-term plans and the possibility that those interests may be best served 07 by the continued independence of the benefit corporation; and 08 (G) the ability of the benefit corporation to accomplish its 09 general public benefit purpose and specific public benefit purpose, if any; 10 (2) may consider 11 (A) the resources, intent, and conduct of a person seeking to 12 acquire control of the benefit corporation; and 13 (B) other pertinent factors or the interests of other groups the 14 directors consider appropriate; 15 (3) are not required to give priority to a particular interest or factor 16 referred to in (1) or (2) of this section over another interest or factor unless the benefit 17 corporation has stated in its articles of incorporation its intention to give priority to 18 certain interests or factors related to its accomplishment of its general public benefit 19 purpose or of a specific public benefit purpose identified in its articles. 20 Sec. 10.60.110. Coordination with other corporate board requirements. 21 The consideration of interests and factors in the manner required by AS 10.60.100 22 does not constitute a violation of AS 10.06.450. 23 Sec. 10.60.120. Exoneration from personal liability. Except as provided in 24 the articles of incorporation, a director is not personally liable for monetary damages 25 for 26 (1) an action or inaction in the course of performing the duties of a 27 director under AS 10.60.100 if the director performed the duties of office in 28 compliance with AS 10.06.450 and AS 10.60.100 - 10.60.140; or 29 (2) a failure of the benefit corporation to pursue or create a general 30 public benefit or a specific public benefit. 31 Sec. 10.60.130. No duty to beneficiary. A director of a benefit corporation
01 does not have a duty arising from the person's status as a beneficiary to a person who 02 is a beneficiary of the general public benefit purpose or a specific public benefit 03 purpose of the benefit corporation. 04 Sec. 10.60.140. Business judgments. (a) A director of a benefit corporation 05 who makes a business judgment in good faith fulfills the duty under AS 10.60.100 - 06 10.60.140 if the director 07 (1) is disinterested in the subject of the business judgment; 08 (2) is informed with respect to the subject of the business judgment to 09 the extent the director reasonably believes to be appropriate under the circumstances; 10 and 11 (3) reasonably believes that the business judgment is in the best 12 interests of the benefit corporation; in this paragraph, "best interests" includes the 13 creation of the general public benefit purpose and any specific public benefit purpose. 14 (b) When making a determination under (a) of this section, the director shall 15 consider the interests and factors listed in AS 10.60.100. 16 Article 3. Benefit Director. 17 Sec. 10.60.150. Benefit director. The board of directors of a benefit 18 corporation may include a director who 19 (1) is designated the benefit director; and 20 (2) has, in addition to the powers, duties, rights, and immunities of the 21 other directors of the benefit corporation, the powers, duties, rights, and immunities 22 provided in AS 10.60.150 - 10.60.220. 23 Sec. 10.60.160. Election of benefit director. The board of directors shall elect 24 and may remove the benefit director in the manner provided by AS 10.06.453 - 25 10.06.463. 26 Sec. 10.60.170. Qualifications of benefit director. (a) The benefit director of 27 a benefit corporation, except as provided in AS 10.60.210, shall be an individual who 28 does not have a material relationship under AS 10.60.220 with the benefit corporation 29 or a subsidiary of the benefit corporation. The benefit director may serve as the benefit 30 officer at the same time as serving as the benefit director. The articles of incorporation 31 or bylaws of a benefit corporation may prescribe additional qualifications of the
01 benefit director not inconsistent with this subsection. 02 (b) Serving as benefit director of a benefit corporation does not establish that 03 an individual has a material relationship with the benefit corporation or a subsidiary of 04 the benefit corporation. 05 Sec. 10.60.180. Compliance statement. The benefit director shall prepare, and 06 the benefit corporation shall include in the benefit report to shareholders required by 07 AS 10.60.500, 08 (1) the opinion of the benefit director on whether the benefit 09 corporation acted in accordance with its general public benefit purpose and any 10 specific public benefit purpose in all material respects during the period covered by 11 the report; 12 (2) the opinion of the benefit director on whether the directors and 13 officers complied with AS 10.60.100 and 10.60.230 during the period covered by the 14 report; and 15 (3) if the benefit director believes the benefit corporation or its 16 directors or officers failed to act or comply in the manner described in (1) or (2) of this 17 section, a description of the ways in which the benefit corporation or its directors or 18 officers failed to act or comply. 19 Sec. 10.60.190. Status of actions. The action or inaction of a benefit director 20 in the capacity of a benefit director constitutes for all purposes an action or inaction of 21 that individual in the capacity of a director of the benefit corporation. 22 Sec. 10.60.200. Exoneration from personal liability. Regardless of whether 23 the articles of incorporation of a benefit corporation include a provision eliminating or 24 limiting the personal liability of directors under AS 10.06.210, a benefit director is not 25 personally liable for an action or omission when done in the capacity of a benefit 26 director unless the action or omission constitutes self-dealing, willful misconduct, or a 27 knowing violation of law. 28 Sec. 10.60.210. Professional corporations. The benefit director of a benefit 29 corporation that is a professional corporation under AS 10.45 is not prohibited from 30 having a material relationship under AS 10.60.220 with the benefit corporation or a 31 subsidiary of the benefit corporation.
01 Sec. 10.60.220. Material relationship. When determining under 02 AS 10.60.170 whether a benefit director of a benefit corporation has a material 03 relationship with the benefit corporation or a subsidiary of the benefit corporation, a 04 material relationship is conclusively presumed to exist if 05 (1) the individual is, or has been within the last three years, an 06 employee other than a benefit officer of the benefit corporation or a subsidiary; 07 (2) an immediate family member of the individual is, or has been 08 within the last three years, an executive officer other than a benefit officer of the 09 benefit corporation or a subsidiary; 10 (3) there is beneficial or record ownership of five percent or more of 11 the outstanding shares of the benefit corporation, calculated as if all outstanding rights 12 to acquire equity interests in the benefit corporation had been exercised, by 13 (A) the individual; or 14 (B) an entity 15 (i) of which the individual is a director, an officer, or a 16 manager; or 17 (ii) in which the individual owns beneficially or of 18 record five percent or more of the outstanding equity interests, 19 calculated as if all outstanding rights to acquire equity interests in the 20 entity had been exercised. 21 Article 4. Officers. 22 Sec. 10.60.230. Standard of conduct for officers. An officer of a benefit 23 corporation shall consider the interests and factors under AS 10.60.100 if the officer 24 (1) has discretion to act with respect to a matter; and 25 (2) reasonably believes that the matter identified under (1) of this 26 section may have a material effect on the creation by the benefit corporation of general 27 public benefit or a specific public benefit identified in the articles of incorporation of 28 the benefit corporation. 29 Sec. 10.60.240. Coordination with other corporate officer requirements. 30 The consideration of interests and factors under AS 10.60.230 by an officer of a 31 benefit corporation does not constitute a violation of AS 10.06.483.
01 Sec. 10.60.250. Exoneration from personal liability. Except as provided in 02 the articles of incorporation, an officer of a benefit corporation is not personally liable 03 for monetary damages for 04 (1) an action or inaction as an officer in the course of performing the 05 duties of an officer under AS 10.60.230 - 10.60.270 if the officer performs the duties 06 of the position in compliance with AS 10.06.483 and this section; or 07 (2) a failure of the benefit corporation to pursue or create a general 08 public benefit or a specific public benefit. 09 Sec. 10.60.260. No duty to beneficiary. An officer of a benefit corporation 10 does not have a duty arising from the person's status as a beneficiary to a person who 11 is a beneficiary of the general public benefit purpose or a specific public benefit 12 purpose of the benefit corporation. 13 Sec. 10.60.270. Business judgment. An officer who makes a business 14 judgment in good faith fulfills the duty under AS 10.60.230 - 10.60.270 if the officer 15 (1) is disinterested in the subject of the business judgment; 16 (2) is informed with respect to the subject of the business judgment to 17 the extent the officer reasonably believes to be appropriate under the circumstances; 18 and 19 (3) reasonably believes that the business judgment is in the best 20 interests of the benefit corporation; in this paragraph, "best interests" includes the 21 creation of the general public benefit purpose and any specific public benefit purpose. 22 Sec. 10.60.280. Benefit officer. A benefit corporation may designate an officer 23 as the benefit officer of the benefit corporation. A benefit officer has the powers and 24 duties of the benefit corporation that relate to the creation of a general public benefit 25 and a specific public benefit, as the powers and duties are provided in the bylaws, or, 26 absent controlling provisions in the bylaws, by resolutions or orders of the board of 27 directors. A benefit officer shall prepare the benefit report required by AS 10.60.500. 28 Article 5. Actions and Claims. 29 Sec. 10.60.300. Actions and claims. Unless another provision of this chapter 30 limits liability, a person identified under AS 10.60.320 may bring an action or assert a 31 claim against a benefit corporation or its directors or officers with respect to
01 (1) a failure to pursue or create general public benefit or a specific 02 public benefit set out in its articles of incorporation; or 03 (2) a violation of an obligation, duty, or standard of conduct under this 04 chapter. 05 Sec. 10.60.310. Limitation on liability of benefit corporation. 06 Notwithstanding AS 10.60.300, a benefit corporation is not liable for monetary 07 damages under this chapter for a failure of the benefit corporation to pursue or create a 08 general public benefit or a specific public benefit. 09 Sec. 10.60.320. Right to bring action. (a) An action under AS 10.60.300 may 10 be commenced or maintained only 11 (1) directly by the benefit corporation; or 12 (2) derivatively under AS 10.06.435 by 13 (A) a person or group of persons that owned beneficially or of 14 record at least two percent of the total number of the shares of the benefit 15 corporation of a class or series outstanding at the time of the act or omission 16 complained of; 17 (B) a director of the benefit corporation; 18 (C) a person or group of persons who owned beneficially or of 19 record five percent or more of the outstanding equity interests in a person of 20 which the benefit corporation is a subsidiary at the time of the act or omission 21 complained of; or 22 (D) another person specified in the articles of incorporation or 23 bylaws of the benefit corporation. 24 (b) In this section, a person is the beneficial owner of shares or equity interests 25 if the shares or equity interests are held in a voting trust or by a nominee on behalf of 26 the person. 27 Article 6. Reporting. 28 Sec. 10.60.500. Benefit report. As part of the biennial report required by 29 AS 10.06.805, a benefit corporation shall prepare a biennial benefit report. 30 Sec. 10.60.510. Contents of report. The benefit report required by 31 AS 10.60.500 must contain, for the period covered by the benefit report,
01 (1) a description of 02 (A) the ways in which the benefit corporation pursued the 03 general public benefit and the extent to which the benefit corporation created 04 general public benefit; 05 (B) the ways in which the benefit corporation pursued each 06 specific public benefit identified in the articles of incorporation and the extent 07 to which the benefit corporation created the specific public benefit; 08 (C) any circumstances that have hindered the creation by the 09 benefit corporation of general public benefit or specific public benefit; 10 (D) the process and rationale for selecting or changing the 11 third-party standard used to prepare the benefit report; 12 (2) an assessment of the overall performance of the general public 13 benefit purpose by the benefit corporation against a third-party standard 14 (A) applied consistently with any application of that standard in 15 prior benefit reports; or 16 (B) accompanied by an explanation of the reasons for 17 (i) any inconsistent application; or 18 (ii) the change to that standard from the one used in the 19 immediately prior report; 20 (3) the name of the benefit director, if any, and the benefit officer, if 21 any, and the address to which correspondence to each of them may be directed; 22 (4) the compensation paid by the benefit corporation to each director in 23 the capacity of a director; 24 (5) the statement of the benefit director described in AS 10.60.180; and 25 (6) a statement of any connection between the organization that 26 established the third-party standard or its directors, officers, or any holder of five 27 percent or more of the governance interests in the organization and the benefit 28 corporation or its directors, officers, or any holder of five percent or more of the 29 outstanding shares of the benefit corporation, including any financial or governance 30 relationship that might materially affect the credibility of the use of the third-party 31 standard.
01 Sec. 10.60.520. Correspondence relating to change of benefit director. If, 02 during the period covered by a benefit report, a benefit director resigned from or 03 refused to stand for reelection to the position of benefit director, or was removed from 04 the position of benefit director, and the benefit director furnished the benefit 05 corporation with written correspondence concerning the circumstances surrounding 06 the resignation, refusal, or removal, the benefit report must include that 07 correspondence as an exhibit. 08 Sec. 10.60.530. Audit not required. A benefit corporation is not required to 09 have the benefit report, including the assessment of the performance of the benefit 10 corporation in the benefit report required by AS 10.60.510(2), audited or certified by a 11 person without a connection to the benefit corporation. 12 Sec. 10.60.540. Delivery of benefit report to shareholders. A benefit 13 corporation shall send its benefit report to each shareholder not later than the date that 14 is 120 days after the end of the period covered by the benefit report. 15 Sec. 10.60.550. Internet website posting. If a benefit corporation has an 16 Internet website, the benefit corporation shall post all of its benefit reports on the 17 public portion of the website. The benefit corporation may omit from the benefit 18 reports posted on the website the compensation paid to directors and financial or 19 proprietary information included in the benefit report. 20 Sec. 10.60.560. Availability of copies of benefit report. If a benefit 21 corporation does not have an Internet website, the benefit corporation shall provide a 22 copy of its most recent benefit report, without charge, to any person who requests a 23 copy, but the benefit corporation may omit the compensation paid to directors and 24 financial or proprietary information included in the benefit report from the copy of the 25 benefit report provided to the person. 26 Sec. 10.60.570. Filing of report; delinquency. (a) A benefit corporation shall 27 include its benefit report in the biennial report that it files under AS 10.06.805, but the 28 benefit corporation may omit the compensation paid to directors and financial or 29 proprietary information included in the benefit report from the benefit report included 30 in the biennial report. The department shall charge a fee established by the department 31 for including the benefit report in the biennial report of the benefit corporation.
01 (b) If a benefit corporation is delinquent six months or more in including its 02 benefit report in its biennial report under AS 10.60.570 or in paying the fee established 03 under this section for including the benefit report in the biennial report, the 04 delinquency constitutes a basis for involuntary dissolution of the benefit corporation 05 under AS 10.06.633. 06 (c) A benefit corporation may submit its benefit report to the department 07 electronically. The department may file in paper form, rather than electronic form, the 08 benefit report portion of a biennial report filed with the department. 09 Article 7. Miscellaneous Provisions. 10 Sec. 10.60.700. Status change approval. (a) In addition to any other approval 11 or vote required for the status change, to accomplish a status change of a benefit 12 corporation, 13 (1) the benefit corporation shall allow all of the shareholders of each 14 class or series to vote as a separate voting group on the status change, regardless of a 15 limitation stated in the articles of incorporation or bylaws on the voting rights of a 16 class or series; and 17 (2) in each class or series, at least two-thirds of all votes that the 18 shareholders of that class or series are entitled to cast under (1) of this subsection on 19 the status change must approve the status change. 20 (b) In addition to any other approval, vote, or consent required for the status 21 change, to accomplish a status change of a domestic entity other than a business 22 corporation, 23 (1) the domestic entity shall allow all of the equity holders to vote on 24 or consent to the status change regardless of any otherwise applicable limitation on the 25 voting or consent rights of a class or series of equity interests; and 26 (2) in each class or series of equity interest, at least two-thirds of all of 27 the votes that the equity holders of that class or series are entitled to cast under (1) of 28 this subsection must approve the status change. 29 (c) In (b) of this section, "equity holder" means a person who holds any class 30 or series of equity interest in a domestic entity if the person is entitled to receive a 31 distribution of any kind arising out of the equity interest.
01 Sec. 10.60.710. Shareholder dissent. In addition to the corporate actions to 02 which a shareholder may dissent under AS 10.06.574(a), a shareholder of a business 03 corporation may dissent under AS 10.06.574 - 10.06.582 if the business corporation 04 amends its articles under AS 10.60.010(2) to become a benefit corporation. 05 Sec. 10.60.720. Third-party standard. In this chapter, whenever a third-party 06 standard is used, the standard refers to a recognized standard for defining, reporting, 07 and assessing corporate performance 08 (1) that is comprehensive because it assesses the effect of the benefit 09 corporation and its operations on the interests listed in AS 10.60.100(1)(B) - (E); 10 (2) that is developed by a person that is not controlled by the benefit 11 corporation; 12 (3) that is credible because it is developed by a person that 13 (A) has access to the expertise necessary to assess overall 14 corporate performance; and 15 (B) uses an approach, including a reasonable public comment 16 period, to develop the standard that is balanced and considers multiple 17 concerns and interests; 18 (4) for which the following information about the standard is publicly 19 available: 20 (A) the criteria considered when measuring the overall 21 performance of a business; 22 (B) the relative weightings, if any, of the criteria in (A) of this 23 paragraph; 24 (5) for which the following information about the development and 25 revision of the standard is publicly available: 26 (A) the identity of the directors, officers, material owners, and 27 governing body of the entity that developed and controls revisions to the 28 standard; 29 (B) the process by which revisions to the standard and changes 30 to the membership of the governing body are made; 31 (C) an accounting of the revenue and sources of financial
01 support for the entity, with sufficient detail to disclose any relationships that 02 could reasonably be considered to present a potential conflict of interest. 03 Sec. 10.60.730. Tax exemptions. A benefit corporation may not claim a tax 04 exemption under AS 43.20 (Alaska Net Income Tax Act) if the tax exemption is not 05 also available to corporations that are not benefit corporations. 06 Sec. 10.60.740. Interpretation. The authorization under AS 10.60.010 to form 07 a benefit corporation for a general public benefit purpose and the authorization under 08 AS 10.60.040 for a benefit corporation to identify a specific public benefit purpose 09 may not be interpreted to prevent a business entity that is formed under another law of 10 this state from including in its general powers the consideration of, or donation to, a 11 general public benefit purpose or a specific public benefit purpose. 12 Article 8. General Provisions. 13 Sec. 10.60.910. Regulations. The department may adopt regulations under 14 AS 44.62 (Administrative Procedure Act) to implement this chapter. 15 Sec. 10.60.920. Application to business corporations generally. The 16 existence of a provision of this chapter does not, by itself, suggest that a contrary or 17 different rule of law applies to a business corporation that is not a benefit corporation. 18 This chapter does not affect a statute or other law that applies to a business corporation 19 that is not a benefit corporation. 20 Sec. 10.60.930. Applicable laws. Except as otherwise provided in this chapter, 21 AS 10.06 applies to a benefit corporation. A benefit corporation may be 22 simultaneously subject to this chapter and AS 10.45. The provisions of AS 10.06 and 23 AS 10.45 are subject to this chapter. 24 Sec. 10.60.940. Consistency with chapter. A provision of the articles of 25 incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or 26 supersede a provision of this chapter. 27 Sec. 10.60.990. Definitions. In this chapter, 28 (1) "benefit corporation" means a business corporation that elects 29 under AS 10.60.010 to become subject to this chapter; 30 (2) "benefit director" means the director designated as the benefit 31 director of a benefit corporation under AS 10.60.150;
01 (3) "benefit officer" means the individual designated as the benefit 02 officer of a benefit corporation under AS 10.60.280; 03 (4) "benefit report" means the benefit report required by AS 10.60.500; 04 (5) "business corporation" means a corporation organized under 05 AS 10.06 or AS 10.45; 06 (6) "department" means the Department of Commerce, Community, 07 and Economic Development; 08 (7) "general public benefit" means a material positive effect on people 09 and their surroundings, taken as a whole, assessed against a third-party standard; 10 (8) "general public benefit purpose" means the public benefit purpose 11 under AS 10.60.030; 12 (9) "specific public benefit" means a benefit that serves a public 13 welfare, religious, charitable, scientific, literary, or educational purpose, or another 14 purpose beyond the strict interest of the shareholders of the benefit corporation; 15 (10) "specific public benefit purpose" means a specific public benefit 16 purpose that is identified as a public benefit purpose by a benefit corporation under 17 AS 10.60.040(a) or (b); 18 (11) "status change" means 19 (A) an amendment of the articles of incorporation of a business 20 corporation under AS 10.60.010(2); 21 (B) the approval of a plan of merger, consolidation, conversion, 22 or interest or share exchange under AS 10.60.020; 23 (C) an amendment of the articles of incorporation of a benefit 24 corporation under AS 10.60.040(b); 25 (D) the termination of benefit corporation status under 26 AS 10.60.060; or 27 (E) a disposition of assets under AS 10.60.070; 28 (12) "subsidiary" means an entity in which a person owns beneficially 29 or of record 50 percent or more of the outstanding equity interests calculated as if all 30 outstanding rights to acquire equity interests in the entity had been exercised. 31 * Sec. 3. The uncodified law of the State of Alaska is amended by adding a new section to
01 read: 02 TRANSITION: REGULATIONS. The Department of Commerce, Community, and 03 Economic Development may adopt regulations necessary to implement this Act. The 04 regulations take effect under AS 44.62 (Administrative Procedure Act), but not before July 1, 05 2016. 06 * Sec. 4. Section 3 of this Act takes effect immediately under AS 01.10.070(c). 07 * Sec. 5. Except as provided in sec. 4 of this Act, this Act takes effect July 1, 2016.