[§420D‑7]  Benefit director.  (a)  The board of directors of a sustainable business corporation shall include one director who shall be designated the "benefit director" and who shall have, in addition to all of the powers, duties, rights, and immunities of the other directors of the sustainable business corporation, the powers, duties, rights, and immunities provided in this section.

     (b)  The benefit director shall be elected pursuant to sections 414-193 and 414-194 and may be removed in the manner provided by sections 414-198 and 414‑199.  The benefit director may serve concurrently as the benefit officer.  The articles or bylaws of a sustainable business corporation may prescribe additional qualifications of the benefit director; provided that the qualifications are consistent with this subsection.

     (c)  The benefit director shall prepare, and the sustainable business corporation shall include in the annual benefit report to shareholders required by section 420D-11, a statement whether, in the opinion of the benefit director, the sustainable business 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 sections 420D‑6(a) and 420D‑8(a), respectively.  If in the opinion of the benefit director the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter, then the statement of the benefit director shall include a description of the ways in which the sustainable business corporation or its directors or officers failed to act according to the requirements of this chapter.  The benefit director's statement included in the final draft of the benefit report shall include formal responses to all questions, concerns, comments, and suggestions raised through the public comment period required by section 420D-11.

     (d)  A benefit director shall be independent of and shall have no material relationship with the sustainable business corporation. [L 2011, c 209, pt of §1]