April 24, 2018, Introduced by Reps. Vaupel, Greig, Green, Lasinski, Chang, Love, Cochran, Pagan, Hoadley, Hertel, Dianda, Zemke, Yanez, Brinks, Garrett, Lucido, Iden, LaGrand, Canfield, Inman, Faris and Sneller and referred to the Committee on Commerce and Trade.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
(MCL 450.1101 to 450.2098) by adding section 961 to chapter 9A.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
CHAPTER 9A
BENEFIT CORPORATIONS
Sec. 961. (1) A benefit corporation shall prepare an annual
benefit report. An annual benefit report shall include all of the
following:
(a) A narrative description of the ways in which the benefit
corporation pursued the corporation's general public benefit
purpose during the year and the extent to which general public
benefit was created.
(b) A narrative description of the ways in which the benefit
corporation pursued any specific public benefit included in the
purposes of the corporation in the articles and the extent to which
that specific public benefit was created.
(c) A narrative description of any circumstances that have
hindered the creation by the benefit corporation of general public
benefit or a specific public benefit described in subdivision (a)
or (b).
(d) The process and rationale for selecting or changing the
third-party standard used to prepare the benefit report.
(e) An assessment of the overall social and environmental
performance of the benefit corporation that meets 1 of the
following:
(i) Is prepared in accordance with a third-party standard
applied consistently with any application of that standard in
previous benefit reports.
(ii) If the assessment is prepared by applying a third-party
standard in a manner inconsistent with that standard as applied in
previous benefit reports, is accompanied by an explanation of the
reasons for the inconsistent application of the standard applied.
(f) The compensation paid by the benefit corporation during
the year to each director in his or her capacity as a director.
(g) A statement of any connection between the organization
that developed the third-party standard, or its directors,
officers, or material owners, and the benefit corporation, or its
directors, officers, or material owners, including any financial or
governance relationship that might materially affect the
credibility of the objective assessment of the third-party
standard.
(2) A benefit corporation is not required to use a third party
to perform, audit, or certify an assessment included in an annual
benefit report under subsection (1)(e).
(3) A benefit corporation shall distribute to each shareholder
a copy of the annual benefit report, either within 120 days
following the end of the fiscal year of the benefit corporation or
at the same time that the benefit corporation distributes any other
annual report to its shareholders. The benefit corporation may
distribute the annual benefit report to a shareholder
electronically, either by electronic transmission of the report or
by making the report available for electronic transmission. If the
report is distributed electronically under this subsection, the
corporation shall provide the report in written form to a
shareholder on request.
(4) A benefit corporation shall post its most recent annual
benefit report on the public portion of its Internet website, if
any, but the corporation may omit the compensation paid to
directors and any financial or proprietary information included in
the benefit report from the benefit report posted on its website.
(5) If a benefit corporation does not have an Internet
website, the benefit corporation shall provide a copy of its most
recent annual benefit report, without charge, to a person that
requests a copy, but the benefit corporation may omit the amount of
compensation paid to directors and any financial or proprietary
information included in the benefit report from the benefit report
provided to the individual.
(6) A benefit corporation shall include its annual benefit
report with the report it is required to file with the
administrator under section 911, but the corporation may omit the
amount of compensation paid to directors and any financial or
proprietary information included in the benefit report from the
benefit report filed with the administrator.
Enacting section 1. This amendatory act takes effect 90 days
after the date it is enacted into law.
Enacting section 2. This amendatory act does not take effect
unless all of the following bills of the 99th Legislature are
enacted into law:
(a) Senate Bill No. ____ or House Bill No. 5867 (request no.
00829'17).
(b) Senate Bill No. ____ or House Bill No. 5868 (request no.
00830'17).
(c) Senate Bill No. ____ or House Bill No. 5869 (request no.
00831'17).