Bill Text: MI HB5711 | 2015-2016 | 98th Legislature | Introduced

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Bill Title: Businesses; business corporations; benefit corporations; require annual benefit report. Amends 1972 PA 284 (MCL 450.1101 - 450.2098) by adding sec. 961 to ch. 9A. TIE BAR WITH: HB 5710'16, HB 5712'16, HB 5713'16

Spectrum: Slight Partisan Bill (Democrat 16-7)

Status: (Introduced - Dead) 2016-06-01 - Bill Electronically Reproduced 05/31/2016 [HB5711 Detail]

Download: Michigan-2015-HB5711-Introduced.html

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HOUSE BILL No. 5711

May 31, 2016, Introduced by Reps. Vaupel, LaGrand, Graves, Irwin, Yanez, Greig, Townsend, LaVoy, Lucido, Yonker, Plawecki, Chang, Garrett, Pagan, Wittenberg, Zemke, Cochran, Liberati, Brinks, Canfield, Pagel, Iden and Love 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) The name of each person that owns 5% or more of the

 

outstanding shares of the benefit corporation, either beneficially,

 

to the extent known to the benefit corporation without independent

 

investigation, or of record.

 

     (h) 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 send 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 delivers any other annual report

 

to its shareholders.

 

     (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 98th Legislature are

 

enacted into law:

 

     (a) Senate Bill No.____ or House Bill No. 5710 (request no.

 

03103'15).

 

     (b) Senate Bill No.____ or House Bill No. 5712 (request no.

 

03104'15).

 

     (c) Senate Bill No.____ or House Bill No. 5713 (request no.

 

05392'16).