The bill amends the Business Corporation Act of 1972 to modernize corporate governance and operations, introducing key definitions and procedures, particularly for benefit corporations. It defines a "benefit corporation" as a domestic corporation that meets specific criteria and includes provisions for electronic communications and filings. The term "corporation" is expanded to encompass benefit corporations, and new sections outline the responsibilities of independent directors and shareholder communication processes. The bill also streamlines language by deleting outdated references and clarifying requirements for electronic transmissions and document filings.
Additionally, the bill addresses shareholder rights and corporate governance by mandating that shareholder lists be organized alphabetically and made available for examination prior to meetings. It revises voting processes, allows for the removal of officers, and clarifies indemnification procedures for directors and officers. The bill also establishes a framework for benefit corporations, requiring them to consider public benefits in their operations and to prepare annual benefit reports. Overall, these amendments aim to enhance clarity, efficiency, and accountability in corporate operations while promoting social and environmental objectives.