2023 New York Laws › BSC - Business Corporation › Article 17 - Benefit Corporations › 1702 - Definitions.

§ 1702. Definitions.
As  used  in  this article, unless the context otherwise requires, the
term:
(a) "Benefit corporation" means a  business  corporation  incorporated
under  this  article  and  whose status as a benefit corporation has not
been terminated as provided in this article.
(b) "General public benefit"  means  a  material  positive  impact  on
society  and  the  environment,  taken  as  a  whole, assessed against a
third-party standard, from the business  and  operations  of  a  benefit
corporation.
(c)  "Independent"  means  that  a person has no material relationship
with a benefit corporation  or  any  of  its  subsidiaries.  A  material
relationship  between  a  person and a benefit corporation or any of its
subsidiaries will be conclusively presumed to exist if:
(1) the person is, or  has  been  within  the  last  three  years,  an
employee of the benefit corporation or any of its subsidiaries;
(2)  an  immediate  family member of the person is, or has been within
the last three years, an executive officer of the benefit corporation or
any of its subsidiaries; or
(3) the person, or an entity  of  which  the  person  is  a  director,
officer  or other manager or in which the person owns beneficially or of
record five percent or more of the equity interests,  owns  beneficially
or  of  record  five  percent  or  more  of  the  shares  of the benefit
corporation. A percentage of ownership in an entity shall be  calculated
as  if  all outstanding rights to acquire equity interests in the entity
had been exercised.
(d) "Minimum status  vote"  means  that,  in  addition  to  any  other
approval   or   vote  required  by  this  chapter,  the  certificate  of
incorporation or a bylaw adopted by the shareholders:
(1) The holders of shares of every class or series that  are  entitled
to  vote on the corporate action shall be entitled to vote as a class on
the corporate action; and
(2) The corporate action must be approved by vote of the  shareholders
of  each class or series entitled to cast at least three-quarters of the
votes that all shareholders of the class or series are entitled to  cast
thereon.
(e) "Specific public benefit," includes:
(1)  providing  low-income  or  underserved individuals or communities
with beneficial products or services;
(2) promoting economic  opportunity  for  individuals  or  communities
beyond the creation of jobs in the normal course of business;
(3) preserving the environment;
(4) improving human health;
(5) promoting the arts, sciences or advancement of knowledge;
(6)  increasing  the flow of capital to entities with a public benefit
purpose; and
(7) the accomplishment of any other particular benefit for society  or
the environment.
(f)  "Subsidiary"  means an entity in which a person owns beneficially
or of record fifty percent or more of the equity interests. A percentage
of ownership in an entity shall be  calculated  as  if  all  outstanding
rights to acquire equity interests in the entity had been exercised.
(g)  "Third-party  standard" means a recognized standard for defining,
reporting and assessing general public benefit that is:
(1)  developed  by  a  person  that  is  independent  of  the  benefit
corporation; and
(2)  transparent  because the following information about the standard
is publicly available:
(A) the  factors  considered  when  measuring  the  performance  of  a
business;
(B) the relative weightings of those factors; and
(C)  the  identity of the persons who developed and control changes to
the standard and the process by which those changes are made.