AB870,8,19 16204.201 Corporate purposes. (1) General public benefit purpose. A
17benefit corporation shall have a purpose of creating general public benefit. This
18purpose is in addition to its purpose under s. 180.0301 and any specific purpose set
19forth in its articles under sub. (2).

AB870,8,24 20(2) Optional specific public benefit purpose. The articles of a benefit
21corporation may identify one or more specific public benefits that it is the purpose
22of the benefit corporation to create in addition to its purposes under s. 180.0301 and
23sub. (1). The identification of a specific public benefit under this subsection does not
24limit the obligation of a benefit corporation to create general public benefit.

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1(3) Effect of purposes. The creation of general public benefit and specific
2public benefit as provided in subs. (1) and (2) shall be considered to be in the best
3interests of the benefit corporation.

AB870,9,6 4(4) Amendment. A benefit corporation may amend its articles to add, amend,
5or delete the identification of a specific public benefit that it is the purpose of the
6benefit corporation to create.

AB870,9,9 7(5) Service corporations. A service corporation that is a benefit corporation
8is not limited by ss. 180.1903 and 180.1905 in its authority to create general public
9benefit or a specific public benefit.

AB870,9,17 12204.301 Standard of conduct for directors. (1) Consideration of
13interests. (a) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the
14duties of their respective positions, the board of directors, committees of the board,
15and individual directors of a benefit corporation, in considering the best interests of
16the benefit corporation, shall consider the effects of any action or inaction on all of
17the following:

AB870,9,1818 1. The shareholders of the benefit corporation.

AB870,9,2019 2. The employees and workforce of the benefit corporation and its subsidiaries
20and suppliers.

AB870,9,2221 3. The interests of customers as beneficiaries of the general public benefit or
22specific public benefit purposes of the benefit corporation.

AB870,9,2523 4. Community and societal factors, including those of any community in which
24offices or facilities of the benefit corporation or its subsidiaries or suppliers are
25located.

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15. The local and global environment.

AB870,10,52 6. The short-term and long-term interests of the benefit corporation, including
3benefits that may accrue to the benefit corporation from its long-term plans and the
4possibility that these interests may be best served by the continued corporate
5independence of the benefit corporation.

AB870,10,76 7. The ability of the benefit corporation to accomplish its general public benefit
7purpose and any specific public benefit purpose.

AB870,10,118 (b) Notwithstanding ss. 180.0302 (15) and 180.0827, in discharging the duties
9of their respective positions, the board of directors, committees of the board, and
10individual directors of a benefit corporation, in considering the best interests of the
11benefit corporation, may consider any of the following:

AB870,10,1312 1. The resources, intent, and conduct of any person seeking to acquire control
13of the corporation.

AB870,10,1514 2. Any other pertinent factors or the interests of any other group that is deemed
15appropriate.

AB870,10,2016 (c) Under pars. (a) and (b), the board of directors, committees of the board, and
17individual directors of a benefit corporation are not required to give priority to the
18interests of any particular person or group referred to in pars. (a) or (b) over the
19interests of any other person or group unless the benefit corporation has stated in
20its articles its intention to give such priority.

AB870,10,24 21(2) Coordination with other provisions of law. The consideration of interests
22and factors in the manner required by sub. (1) does not constitute a violation of s.
23180.0801 or any other provision of ch. 180 and is in addition to the ability of directors
24to consider interests and factors as provided in s. 180.0827.

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1(3) Exoneration from personal liability. A director of a benefit corporation
2is not personally liable, as such, for monetary damages for any of the following:

AB870,11,43 (a) Any action taken as a director if the director performed the duties of his or
4her office in compliance with this section and the provisions of ch. 180.

AB870,11,65 (b) Failure of the benefit corporation to pursue or create general public benefit
6or specific public benefit.

AB870,11,9 7(4) Limitation on standing. A director does not have a duty to a person that
8is a beneficiary of the general public benefit purpose or a specific public benefit
9purpose of a benefit corporation arising from the status of the person as a beneficiary.

AB870,11,14 10204.302 Benefit director. (1) General rule. The board of directors of a
11benefit corporation shall include one director who shall be designated the "benefit
12director" and shall have, in addition to all of the powers, duties, rights, and
13immunities of the other directors of the benefit corporation, the powers, duties,
14rights, and immunities provided in this section.

AB870,11,19 15(2) Election, removal, and qualifications. The benefit director shall be
16elected, and may be removed, in the manner provided by subch. VIII of ch. 180. The
17benefit director may serve as the benefit officer at the same time as serving as the
18benefit director. The articles or bylaws of a benefit corporation may prescribe
19additional qualifications of the benefit director not inconsistent with this subsection.

AB870,12,3 20(3) Annual compliance statement. The benefit director shall annually prepare
21a statement as to whether, in the opinion of the benefit director, the benefit
22corporation acted in accordance with its general public benefit purpose and any
23specific public benefit purpose in all material respects during the period covered by
24the report and whether the directors and officers complied with ss. 204.301 (1) and
25204.303 (1), respectively. This statement shall annually be presented to the board

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1of directors except that, if the benefit corporation has elected under s. 180.1821 not
2to have a board of directors, then the statement shall annually be presented to the
3shareholders who perform the duties of a board of directors.

AB870,12,6 4(4) Status of actions. The acts of an individual in the capacity of a benefit
5director shall constitute for all purposes acts of that individual in the capacity of a
6director of the benefit corporation.

AB870,12,11 7(5) Alternative governance arrangements. If a benefit corporation has
8elected under s. 180.1821 not to have a board of directors, then the bylaws of the
9benefit corporation must provide that the shareholders who perform the duties of a
10board of directors shall include a person with the powers, duties, rights, and
11immunities of a benefit director.

AB870,12,16 12(6) Exoneration from personal liability. Notwithstanding s. 180.0828 and
13any provision of a benefit corporation's bylaws, a benefit director shall not be
14personally liable for any act or omission in the capacity of a benefit director unless
15the act or omission constitutes self-dealing, willful misconduct, or a knowing
16violation of law.

AB870,12,22 17204.303 Standard of conduct for officers. (1) General rule. Each officer
18of a benefit corporation shall consider the interests and factors described in s.
19204.301 (1) in the manner provided in that subsection when the officer has discretion
20to act with respect to a matter and it reasonably appears to the officer that the matter
21may have a material effect on the creation of general or specific public benefit by the
22benefit corporation or on any of the interests or factors referred to in s. 204.301 (1).

AB870,12,25 23(2) Coordination with other provisions of law. The consideration of interests
24and factors in the manner described in sub. (1) shall not constitute a violation of s.
25180.0841 or any other provision of ch. 180.

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1(3) Exoneration from personal liability. An officer of a benefit corporation
2is not personally liable, as such, for monetary damages for any action taken as an
3officer if the officer performed the duties of the position in compliance with this
4section and the provisions of ch. 180.

AB870,13,6 5204.304 Benefit officer. (1) Designation. A benefit corporation may have
6an officer designated the "benefit officer."

AB870,13,11 7(2) Functions. A benefit officer shall have the powers and duties, as provided
8in the bylaws and as determined by the board of directors, relating to the benefit
9corporation's purpose of creating general public benefit or specific public benefit. If
10a benefit corporation has a benefit officer, the duties of the benefit officer shall
11include preparing the benefit report required by s. 204.401.

AB870,13,15 14204.401 Annual benefit report. A benefit corporation shall prepare an
15annual benefit report including all of the following:

AB870,13,16 16(1) A narrative description of all of the following:

AB870,13,1817 (a) The ways in which the benefit corporation pursued general public benefit
18during the year and the extent to which general public benefit was created.

AB870,13,2119 (b) The ways in which the benefit corporation pursued any specific public
20benefit that the articles state it is the purpose of the benefit corporation to create and
21the extent to which that specific public benefit was created.

AB870,13,2322 (c) Any circumstances that have hindered the creation by the benefit
23corporation of general public benefit or specific public benefit.

AB870,13,25 24(2) An assessment of the social and environmental performance of the benefit
25corporation.