1. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33 .

2. (b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not independent under this subsection if any of the following apply:

   1. (1) The individual:

      1. (A) is; or

      2. (B) has been within the past three (3) years;

         an employee, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.

   2. (2) An immediate family member of the individual:

      1. (A) is; or

      2. (B) has been within the past three (3) years;

         an executive officer, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.

   3. (3) There is ownership of at least five percent (5%) of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:

      1. (A) the individual; or

      2. (B) an entity:

         1. (i) of which the individual is a director, an officer, or a manager; or
         2. (ii) in which the individual owns at least five percent (5%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the business entity had been exercised.
3. (c) An individual serving as a benefit director or benefit officer does not in itself make the individual not independent.
4. (d) A benefit director may serve as the benefit officer at the same time as serving as the benefit director.
5. (e) A benefit corporation may prescribe in its articles of incorporation or bylaws additional qualification requirements for the benefit director if the additional qualification requirements are not inconsistent with this section.

As added by P.L.93-2015, SEC.3.