United States

Ohio - Corporation Legal Requirement

Corporations here can meet the legal requirement for B Corp certification by amending their articles to become a Public Benefit Corporation (PBC) and then including further language (below) designed to create stakeholder consideration. This additional language has the effect of committing the corporation to pursue a general public benefit alongside the social or environmental benefit specified in a typical PBC charter.

Charter Amendment Language for SPCs & Similar Structures

PURPOSE CLAUSE:

The purpose of the Company shall include creating a material positive impact on society and the environment, taken as a whole, from the business and operations of the Company

DIRECTORS CLAUSE:

In discharging the duties of their respective positions and in considering the best interests of the Company, the board of directors, committees of the board, and individual directors shall consider the effects of any action or inaction upon:

(i) the shareholders of the Company;

(ii) the employees and work force of the Company, its subsidiaries, and its suppliers;

(iii) the interests of its customers as beneficiaries of the purpose of the Company to have a material positive impact on society and the environment;

(iv) community and societal factors, including those of each community in which offices or facilities of the Company, its subsidiaries, or its suppliers are located;

(v) the local and global environment;

(vi) the short-term and long-term interests of the Company, including benefits that may accrue to the Company from its long-term plans and the possibility that these interests may be best served by the continued independence of the Company; and

(vii) the ability of the Company to create a material positive impact on society and the environment, taken as a whole.


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