                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-782)

As used in this article:
		&#8220;Benefit corporation&#8221; means a corporation organized pursuant to
the provisions of this chapter:

1. That has elected to become subject to this article; and

2. The status of which as a benefit corporation has not been terminated under
&#xA7; 13.1-786.
			&#8220;Benefit enforcement proceeding&#8221; means any claim or action
brought directly by a benefit corporation, or derivatively on behalf of a
benefit corporation, against a director or officer for (i) failure to pursue the
general public benefit purpose of the benefit corporation or any specific public
benefit purpose set forth in its articles of incorporation or bylaws or
otherwise adopted by its board of directors or (ii) a violation of a duty or
standard of conduct under this article.
			&#8220;General public benefit&#8221; means a material positive impact on
society and the environment taken as a whole, as measured by a third-party
standard, from the business and operations of a benefit corporation.
			&#8220;Independent&#8221; means having no material relationship with a
benefit corporation or a subsidiary of the benefit corporation, either directly
as a shareholder of the benefit corporation or as a partner, a member, or an
owner of a subsidiary of the benefit corporation or indirectly as a director, an
officer, an owner, or a manager of an entity that has a material relationship
with the benefit corporation or a subsidiary of the benefit corporation. 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 a subsidiary of the benefit corporation;

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 its subsidiary;
or

3. There is beneficial ownership of five percent or more of the outstanding
shares of the benefit corporation by:
			a. The person; or
			b. An entity:

   1. Of which the person is a director, an officer, or a manager; or

   2. In which the person owns beneficially five percent or more of the
   outstanding equity interests, which percentage shall be calculated as if all
   outstanding rights to acquire equity interests in the entity had been
   exercised.
   				&#8220;Specific public benefit&#8221; means a benefit that serves one or
   more public welfare, religious, charitable, scientific, literary, or
   educational purposes, or other purpose or benefit beyond the strict interest
   of the shareholders of the benefit corporation, including:

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 or improving 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. Conferring any other particular benefit on society or the environment.
			&#8220;Subsidiary&#8221; means, in relation to an individual, an entity in
which the individual either (i) owns directly or indirectly equity interests
entitled to cast a majority of the votes entitled to be cast generally in an
election of directors or members of the governing body of the entity or (ii)
otherwise owns or controls voting or contractual power to exercise effective
governing control of the entity. The percentage of ownership of equity interests
or ownership or control of power to exercise control shall be calculated as if
all outstanding rights to acquire equity interests in the entity had been
exercised.
			&#8220;Third-party standard&#8221; means a recognized standard for defining,
reporting, and assessing corporate social and environmental performance that:

1. Is developed by a person that is independent of the benefit corporation; and

2. Is 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 that develop and control changes to the
standard and the process by which those changes are made.

HISTORY: 2011, c. 698.