2016 Utah Code
Title 16 - Corporations
Chapter 10b - Benefit Corporation Act
Part 1 - General Provisions
Section 103 - Definitions.

Effective 5/12/2015
16-10b-103. Definitions.
As used in this chapter:

• (1) "Annual benefit report" means a report required under Section 16-10b-401.

• (2) "Benefit corporation" means a business corporation:
  • (a) that elects to become subject to this chapter; and
  • (b) the status of which as a benefit corporation has not been terminated.

• (3) "Benefit director" means the director designated as the benefit director of a benefit corporation under Section 16-10b-302.

• (4) "Benefit enforcement proceeding" means a proceeding in a court of competent jurisdiction for:
  • (a) failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles of incorporation; or
  • (b) a violation of an obligation, duty, or standard of conduct under this chapter.

• (5) "Benefit officer" means the individual designated as the benefit officer of a benefit corporation under Section 16-10b-304.

• (6) "Business corporation" means a corporation formed under Chapter 10a, Utah Revised Business Corporation Act, or Chapter 11, Professional Corporation Act.

• (7) "Division" means the Division of Corporations and Commercial Code.

• (8) "Executive officer" means:
  • (a) a benefit corporation's president;
  • (b) a vice president of the benefit corporation in charge of a principal business unit, division, or function; or
  • (c) any other officer who performs a policy-making function for the benefit corporation.

• (9) "General public benefit" means a material positive impact on society and the environment:
  • (a) taken as a whole;
  • (b) assessed against a third-party standard; and
  • (c) from the business of a benefit corporation.

• (10) "Immediate family" means a parent, spouse, surviving spouse, child, or sibling of a person.

• (11)
  • (a) "Independent" means having no material relationship with a benefit corporation or a subsidiary of the benefit corporation.
  • (b) Serving as a benefit director or benefit officer does not make an individual not independent.
  • (c) A material relationship between an individual and a benefit corporation or any of its subsidiaries will be conclusively presumed to exist if one or more of the following apply:
    • (i) the individual is, or has been within the last three years, an employee other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation;
    • (ii) an immediate family member of the individual is, or has been within the last three years, an executive officer other than a benefit officer of the benefit corporation or a subsidiary of the benefit corporation; or
    • (iii) there is beneficial or record ownership of 5% or more 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 of which the individual is a director, an officer, or a manager, or in which the individual owns beneficially or of record 5% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

• (12) "Minimum status vote" means:
  • (a) in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:
    • (i) the shareholders of every class or series may vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of a class or series; and
    • (ii) the corporate action is required to be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast on the action; or
  • (b) in the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions:
    • (i) the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity may vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of a class or series; and
    • (ii) the action must be approved by vote or consent of the holders described in Subsection (12)(b)(i) entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action.

• (13) "Publicly traded corporation" means a business corporation that has shares listed on a national securities exchange or traded in a market maintained by one or more members of a national securities association.

• (14) "Specific public benefit" includes:
  • (a) providing low-income or underserved individuals or communities with beneficial products or services;
  • (b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
  • (c) protecting or restoring the environment;
  • (d) improving human health;
  • (e) promoting the arts, sciences, or advancement of knowledge;
  • (f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and
  • (g) conferring any other particular benefit on society or the environment.

• (15) "Subsidiary" means, in relation to a person, an entity in which the person owns beneficially or of record 50% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

• (16) "Third-party standard" means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:
  • (a) assesses the effect of the business and its operations upon the interests listed in Subsections 16-10b-301(1)(a)(ii), (iii), (iv), and (v);
  • (b) is developed by an entity that is not controlled by the benefit corporation;
  • (c) is developed by an entity that both:
    • (i) has access to necessary expertise to assess overall corporate social and environmental performance; and
    • (ii) uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period; or
  • (d) makes the following information publicly available:
    • (i) about the standard:
      • (A) the criteria considered when measuring the overall social and environmental performance of a business; and
      • (B) the relative weightings, if any, of those criteria; and
    • (ii) about the development and revision of the standard:
      • (A) the identity of the directors, officers, material owners, and the governing body of the entity that developed and controls revisions to the standard;
      • (B) the process by which revisions to the standard and changes to the membership of the governing body are made; or
      • (C) an accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.

Amended by Chapter 20, 2015 General Session