District Of Columbia § 29-1303.02 - Benefit director.
Full text of District Of Columbia D.C. Code § 29-1303.02 — Benefit director., with citation guidance and answers to common questions.
§ 29-1303.02. Benefit director.
29-1303.02The board of directors of a benefit corporation shall include one director, who:
Shall be designated the benefit director; and
Shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this subchapter.
The benefit director shall be elected, and may be removed, in the manner provided by , and shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this section.
The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by , the opinion of the benefit director on each of the following:
Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report; and
Whether the directors and officers complied with §§ and , respectively.
If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to comply with §§ and , a description of the ways in which the benefit corporation or its directors or officers failed to comply.
The acts of an individual in the capacity of a benefit director shall constitute for all purposes acts of that individual in the capacity of a director of the benefit corporation.
If an agreement among the shareholders of a benefit corporation under provides that the powers and duties conferred or imposed upon the board of directors shall be exercised or performed by a person other than the directors, the bylaws of a benefit corporation must provide that the persons or shareholders who perform the duties of the board of directors include a person with the powers, duties, rights, and immunities of a benefit director.
A person that exercises one or more of the powers, duties or rights of a benefit director under this subsection:
Does not need to be independent of the benefit corporation;
Shall have the immunities of a benefit director;
May share the powers, duties, and rights of a benefit director with one or more other persons; and
Shall not be subject to the procedures for election or removal of directors in unless:
The person is also a director of the benefit corporation; or
The bylaws make those procedures applicable.
Regardless of whether the articles of incorporation of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by , a benefit director shall not be personally liable for any action taken, or any failure to take any action, as a director, except liability for:
The amount of a financial benefit received by a director to which the director is not entitled;
An intentional infliction of harm on the corporation or the shareholders;
A violation of ; or
A violation of criminal law.
Annotations
Source: official District Of Columbia text · Last verified 2026-08-27
Frequently Asked Questions About District Of Columbia § 29-1303.02
What does D.C. Code § 29-1303.02 cover?
Section 29-1303.02 ("Benefit director.") is part of the D.C. Code, the codified statutory law of District Of Columbia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite District Of Columbia § 29-1303.02?
A common citation format is "D.C. Code § 29-1303.02" (District Of Columbia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of District Of Columbia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the District Of Columbia official source linked on this page or consult a licensed District Of Columbia attorney.
How does District Of Columbia § 29-1303.02 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in District Of Columbia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in District Of Columbia.