S.B. 133 Enrolled

1

BENEFIT CORPORATION AMENDMENTS
2 2014 GENERAL SESSION
3 STATE OF UTAH
4 Chief Sponsor: John L. Valentine
5 House Sponsor: Keven J. Stratton
6 Cosponsor:Patricia W. Jones 7
8 LONG TITLE
9 General Description:
10 This bill modifies corporate provisions to enact the Benefit Corporation Act.
11 Highlighted Provisions:
12 This bill:
13 . enacts the Benefit Corporation Act, including:
14 . providing for the application and effect of chapter;
15 . defining terms;
16 . providing for incorporation as a benefit corporation;
17 . providing for election to become a benefit corporation;
18 . allowing for termination of benefit corporation status;
19 . addressing establishment of corporate purposes;
20 . imposing standards of conduct for directors;
21 . providing for a benefit director;
22 . imposing standards of conduct for officers;
23 . providing for a benefit officer;
24 . establishing a right of action;
25 . requiring an annual benefit report; and
26 . addressing availability of an annual benefit report; and
27 . makes technical and conforming changes.
28 Money Appropriated in this Bill:

29 None
30 Other Special Clauses:
31 None
32 Utah Code Sections Affected:
33 AMENDS:
34 16-11-6 , as last amended by Laws of Utah 2010, Chapter 378
35 ENACTS:
36 16-10b-101 , Utah Code Annotated 1953
37 16-10b-102 , Utah Code Annotated 1953
38 16-10b-103 , Utah Code Annotated 1953
39 16-10b-104 , Utah Code Annotated 1953
40 16-10b-105 , Utah Code Annotated 1953
41 16-10b-106 , Utah Code Annotated 1953
42 16-10b-201 , Utah Code Annotated 1953
43 16-10b-301 , Utah Code Annotated 1953
44 16-10b-302 , Utah Code Annotated 1953
45 16-10b-303 , Utah Code Annotated 1953
46 16-10b-304 , Utah Code Annotated 1953
47 16-10b-305 , Utah Code Annotated 1953
48 16-10b-401 , Utah Code Annotated 1953
49 16-10b-402 , Utah Code Annotated 1953
50
51 Be it enacted by the Legislature of the state of Utah:
52 Section 1. Section 16-10b-101 is enacted to read:
53 CHAPTER 10b. BENEFIT CORPORATION ACT
54 Part 1. General Provisions
55 16-10b-101. Title.
56 This chapter is known as the "Benefit Corporation Act."

57 Section 2. Section 16-10b-102 is enacted to read:
58 16-10b-102. Application and effect of chapter.
59 (1) This chapter applies to a benefit corporation organized under this chapter.
60 (2) The existence of a provision of this chapter does not of itself create an implication
61 that a contrary or different rule of law is applicable to a business corporation that is not a
62 benefit corporation. This chapter does not affect a statute or rule of law that is applicable to a
63 business corporation that is not a benefit corporation.
64 (3) (a) Except as otherwise provided in this chapter, Chapter 10a, Utah Revised
65 Business Corporation Act, is applicable to a benefit corporation.
66 (b) A benefit corporation may be subject simultaneously to this chapter and other
67 chapters of this title, including Chapter 11, Professional Corporation Act.
68 (c) This chapter controls over Chapter 10a, Utah Revised Business Corporation Act,
69 and Chapter 11, Professional Corporation Act, or other laws.
70 (4) The articles of incorporation or bylaws of a benefit corporation may not limit, be
71 inconsistent with, or supersede a provision of this chapter.
72 Section 3. Section 16-10b-103 is enacted to read:
73 16-10b-103. Definitions.
74 As used in this chapter:
75 (1) "Annual benefit report" means a report required under Section 16-10b-401 .
76 (2) "Benefit corporation" means a business corporation:
77 (a) that elects to become subject to this chapter; and
78 (b) the status of which as a benefit corporation has not been terminated.
79 (3) "Benefit director" means the director designated as the benefit director of a benefit
80 corporation under Section 16-10b-302 .
81 (4) "Benefit enforcement proceeding" means a proceeding in a court of competent
82 jurisdiction for:
83 (a) failure of a benefit corporation to pursue or create general public benefit or a
84 specific public benefit purpose set forth in its articles of incorporation; or

85 (b) a violation of an obligation, duty, or standard of conduct under this chapter.
86 (5) "Benefit officer" means the individual designated as the benefit officer of a benefit
87 corporation under Section 16-10b-304 .
88 (6) "Business corporation" means a corporation formed under Chapter 10a, Utah
89 Revised Business Corporation Act, or Chapter 11, Professional Corporation Act.
90 (7) "Division" means the Division of Corporations and Commercial Code.
91 (8) "Executive officer" means:
92 (a) a benefit corporation's president;
93 (b) a vice president of the benefit corporation in charge of a principal business unit,
94 division, or function; or
95 (c) any other officer who performs a policy-making function for the benefit
96 corporation.
97 (9) "General public benefit" means a material positive impact on society and the
98 environment:
99 (a) taken as a whole;
100 (b) assessed against a third-party standard; and
101 (c) from the business of a benefit corporation.
102 (10) "Immediate family" means a parent, spouse, surviving spouse, child, or sibling of
103 a person.
104 (11) (a) "Independent" means having no material relationship with a benefit
105 corporation or a subsidiary of the benefit corporation.
106 (b) Serving as a benefit director or benefit officer does not make an individual not
107 independent.
108 (c) A material relationship between an individual and a benefit corporation or any of its
109 subsidiaries will be conclusively presumed to exist if one or more of the following apply:
110 (i) the individual is, or has been within the last three years, an employee other than a
111 benefit officer of the benefit corporation or a subsidiary of the benefit corporation;
112 (ii) an immediate family member of the individual is, or has been within the last three

113 years, an executive officer other than a benefit officer of the benefit corporation or a subsidiary
114 of the benefit corporation; or
115 (iii) there is beneficial or record ownership of 5% or more of the outstanding shares of
116 the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the
117 benefit corporation had been exercised, by:
118 (A) the individual; or
119 (B) an entity of which the individual is a director, an officer, or a manager, or in which
120 the individual owns beneficially or of record 5% or more of the outstanding equity interests,
121 calculated as if all outstanding rights to acquire equity interests in the entity had been
122 exercised.
123 (12) "Minimum status vote" means:
124 (a) in the case of a business corporation, in addition to any other required approval or
125 vote, the satisfaction of the following conditions:
126 (i) the shareholders of every class or series may vote as a separate voting group on the
127 corporate action regardless of a limitation stated in the articles of incorporation or bylaws on
128 the voting rights of a class or series; or
129 (ii) the corporate action is required to be approved by vote of the shareholders of each
130 class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or
131 series are entitled to cast on the action; or
132 (b) in the case of a domestic entity other than a business corporation, in addition to any
133 other required approval, vote, or consent, the satisfaction of the following conditions:
134 (i) the holders of every class or series of equity interest in the entity that are entitled to
135 receive a distribution of any kind from the entity may vote on or consent to the action
136 regardless of any otherwise applicable limitation on the voting or consent rights of a class or
137 series; or
138 (ii) the action must be approved by vote or consent of the holders described in
139 Subsection (12)(b)(i) entitled to cast at least two-thirds of the votes or consents that all of those
140 holders are entitled to cast on the action.

141 (13) "Publicly traded corporation" means a business corporation that has shares listed
142 on a national securities exchange or traded in a market maintained by one or more members of
143 a national securities association.
144 (14) "Specific public benefit" includes:
145 (a) providing low-income or underserved individuals or communities with beneficial
146 products or services;
147 (b) promoting economic opportunity for individuals or communities beyond the
148 creation of jobs in the normal course of business;
149 (c) protecting or restoring the environment;
150 (d) improving human health;
151 (e) promoting the arts, sciences, or advancement of knowledge;
152 (f) increasing the flow of capital to entities with a purpose to benefit society or the
153 environment; and
154 (g) conferring any other particular benefit on society or the environment.
155 (15) "Subsidiary" means, in relation to a person, an entity in which the person owns
156 beneficially or of record 50% or more of the outstanding equity interests, calculated as if all
157 outstanding rights to acquire equity interests in the entity had been exercised.
158 (16) "Third-party standard" means a recognized standard for defining, reporting, and
159 assessing corporate social and environmental performance that:
160 (a) assesses the effect of the business and its operations upon the interests listed in
161 Subsections 16-10b-301 (1)(a)(ii), (iii), (iv), and (v);
162 (b) is developed by an entity that is not controlled by the benefit corporation;
163 (c) is developed by an entity that both:
164 (i) has access to necessary expertise to assess overall corporate social and
165 environmental performance; and
166 (ii) uses a balanced multistakeholder approach to develop the standard, including a
167 reasonable public comment period; or
168 (d) makes the following information publicly available:

169 (i) about the standard:
170 (A) the criteria considered when measuring the overall social and environmental
171 performance of a business; and
172 (B) the relative weightings, if any, of those criteria; and
173 (ii) about the development and revision of the standard:
174 (A) the identity of the directors, officers, material owners, and the governing body of
175 the entity that developed and controls revisions to the standard;
176 (B) the process by which revisions to the standard and changes to the membership of
177 the governing body are made; or
178 (C) an accounting of the revenue and sources of financial support for the entity, with
179 sufficient detail to disclose a relationship that could reasonably be considered to present a
180 potential conflict of interest.
181 Section 4. Section 16-10b-104 is enacted to read:
182 16-10b-104. Incorporation of benefit corporation.
183 A person shall incorporate a benefit corporation in accordance with Chapter 10a, Part 2,
184 Incorporation, but its articles of incorporation shall also state that it is a benefit corporation.
185 Section 5. Section 16-10b-105 is enacted to read:
186 16-10b-105. Election of benefit corporation status.
187 (1) A business corporation may become a benefit corporation under this chapter by
188 amending its articles of incorporation so that the articles of incorporation contain, in addition to
189 the requirements of Section 16-10a-202 , a statement that the corporation is a benefit
190 corporation. To be effective, the amendment must be adopted by at least the minimum status
191 vote.
192 (2) (a) Except as provided in Subsection (2)(b), if a domestic entity that is not a benefit
193 corporation is a party to a merger or the exchanging entity in a share exchange and the
194 surviving entity in the merger or share exchange is to be a benefit corporation, the plan of
195 merger or share exchange must be approved by the domestic entity by at least the minimum
196 status vote.

197 (b) Subsection (2)(a) does not apply in the case of a corporation that is a party to a
198 merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to
199 Section 16-10a-1104 .
200 Section 6. Section 16-10b-106 is enacted to read:
201 16-10b-106. Termination of benefit corporation status.
202 (1) A benefit corporation may terminate its status as a benefit corporation and cease to
203 be subject to this chapter by amending its articles of incorporation to delete the provision
204 required by Section 16-10b-104 or 16-10b-105 to be stated in the articles of incorporation of a
205 benefit corporation. To be effective, the amendment must be adopted by at least the minimum
206 status vote.
207 (2) (a) Except as provided in Subsection (2)(b), if a plan of merger or share exchange
208 would have the effect of terminating the status of a business corporation as a benefit
209 corporation, the plan must be adopted by at least the minimum status vote to be effective.
210 (b) Subsection (2)(a) does not apply in the case of a corporation that is a party to a
211 merger if the shareholders of the corporation are not entitled to vote on the merger pursuant to
212 Section 16-10a-1104 .
213 (3) A sale, lease, exchange, or other disposition of all or substantially all of the assets
214 of a benefit corporation, unless the transaction is in the usual and regular course of business, is
215 not effective unless the transaction is approved by at least the minimum status vote.
216 Section 7. Section 16-10b-201 is enacted to read:
217 Part 2. Corporate Purposes
218 16-10b-201. Corporate purposes.
219 (1) A benefit corporation shall have a purpose of creating general public benefit. This
220 purpose is in addition to its purpose under Section 16-10a-301 .
221 (2) The articles of incorporation of a benefit corporation may identify one or more
222 specific public benefits that it is the purpose of the benefit corporation to create in addition to
223 its purposes under Section 16-10a-301 and Subsection (1). The identification of a specific
224 public benefit under this Subsection (2) does not limit the purpose of a benefit corporation to

225 create general public benefit under Subsection (1).
226 (3) The creation of general public benefit and a specific public benefit under
227 Subsections (1) and (2) is considered in the best interests of the benefit corporation.
228 (4) A benefit corporation may amend its articles of incorporation to add, amend, or
229 delete the identification of a specific public benefit that it is the purpose of the benefit
230 corporation to create. To be effective, the amendment must be adopted by at least the
231 minimum status vote.
232 (5) A professional corporation that is a benefit corporation does not violate Section
233 16-11-6 by having the purpose to create general public benefit or a specific public benefit.
234 Section 8. Section 16-10b-301 is enacted to read:
235 Part 3. Accountability
236 16-10b-301. Standard of conduct for directors.
237 (1) Subject to Subsection (2), the board of directors, committees of the board of
238 directors, and individual directors of a benefit corporation, in discharging the duties of their
239 respective positions and in considering the best interests of the benefit corporation:
240 (a) shall consider the effects of an action or inaction upon:
241 (i) the shareholders of the benefit corporation;
242 (ii) the employees and workforce of the benefit corporation, its subsidiaries, and its
243 suppliers;
244 (iii) the interests of customers as beneficiaries of the general public benefit or specific
245 public benefit purposes of the benefit corporation;
246 (iv) community and societal factors, including those of each community in which
247 offices or facilities of the benefit corporation, its subsidiaries, or its suppliers are located;
248 (v) the local and global environment;
249 (vi) the short-term and long-term interests of the benefit corporation, including benefits
250 that may accrue to the benefit corporation from its long-term plans and the possibility that these
251 interests may be best served by the continued independence of the benefit corporation; and
252 (vii) the ability of the benefit corporation to accomplish its general public benefit

253 purpose and a specific public benefit purpose; and
254 (b) may consider other pertinent factors or the interests of any other group that they
255 consider appropriate.
256 (2) (a) Subject to Subsection (2)(b), in discharging the duties of their respective
257 positions and in considering the best interests of the benefit corporation, the board of directors,
258 committees of the board of directors, and individual directors of a benefit corporation need not
259 give priority to a particular interest or factor referred to in Subsection (1) over any other
260 interest or factor.
261 (b) Subsection (2)(a) does not apply if the benefit corporation has stated in its articles
262 of incorporation its intention to give priority to certain interests or factors related to its
263 accomplishment of its general public benefit purpose or of a specific public benefit purpose
264 identified in its articles of incorporation.
265 (3) The consideration of interests and factors in the manner required by Subsections (1)
266 and (2) does not constitute a violation of Section 16-10a-840 .
267 (4) Except as provided in the articles of incorporation or bylaws, a director is not
268 personally liable for monetary damages for:
269 (a) an action or inaction in the course of performing the duties of a director under
270 Subsections (1) and (2) if the director performed the duties of office in compliance with
271 Section 16-10a-840 and this section; or
272 (b) failure of the benefit corporation to pursue or create general public benefit or
273 specific public benefit.
274 (5) A director does not have a duty to a person that is a beneficiary of the general
275 public benefit purpose or a specific public benefit purpose of a benefit corporation arising from
276 the status of the person as a beneficiary.
277 Section 9. Section 16-10b-302 is enacted to read:
278 16-10b-302. Benefit director.
279 (1) The board of directors of a benefit corporation that is a publicly traded corporation
280 shall, and the board of directors of any other benefit corporation may, include a director, who:

281 (a) is designated the benefit director; and
282 (b) shall have, in addition to the powers, duties, rights, and immunities of the other
283 directors of the benefit corporation, the powers, duties, rights, and immunities provided in this
284 chapter.
285 (2) (a) A benefit director shall be elected, and may be removed, in the manner provided
286 by Sections 16-10a-801 through 16-10a-810 .
287 (b) Except as provided in Subsection (6), the benefit director shall be an individual
288 who is independent.
289 (c) The benefit director may serve as the benefit officer at the same time as serving as
290 the benefit director.
291 (d) The articles of incorporation or bylaws of a benefit corporation may prescribe
292 additional qualifications of the benefit director not inconsistent with this Subsection (2).
293 (3) The benefit director shall prepare, and the benefit corporation shall include in the
294 annual benefit report to shareholders required by Section 16-10b-401 , the opinion of the benefit
295 director on all of the following:
296 (a) whether the benefit corporation acted in accordance with its general public benefit
297 purpose and any specific public benefit purpose in all material respects during the period
298 covered by the report;
299 (b) whether the directors and officers complied with Subsections 16-10b-301 (1) and
300 16-10b-303 (1), respectively; and
301 (c) if, in the opinion of the benefit director, the benefit corporation or its directors or
302 officers failed to act or comply in the manner described in Subsections (3)(a) and (b), a
303 description of the ways in which the benefit corporation or its directors or officers failed to act
304 or comply.
305 (4) The act or inaction of an individual in the capacity of a benefit director shall
306 constitute for all purposes an act or inaction of that individual in the capacity of a director of
307 the benefit corporation.
308 (5) Regardless of whether the articles of incorporation or bylaws of a benefit

309 corporation include a provision eliminating or limiting the personal liability of directors
310 authorized by Section 16-10a-841 , a benefit director may not be personally liable for an act or
311 omission in the capacity of a benefit director unless the act or omission constitutes self-dealing,
312 willful misconduct, or a knowing violation of law.
313 (6) The benefit director of a professional corporation does not need to be independent.
314 Section 10. Section 16-10b-303 is enacted to read:
315 16-10b-303. Standard of conduct for officers.
316 (1) An officer of a benefit corporation shall consider the interests and factors described
317 in Subsection 16-10b-301 (1) in the manner provided in Subsections 16-10b-301 (1) and (2) if:
318 (a) the officer has discretion to act with respect to a matter; and
319 (b) it reasonably appears to the officer that the matter may have a material effect on the
320 creation by the benefit corporation of general public benefit or a specific public benefit
321 identified in the articles of incorporation of the benefit corporation.
322 (2) The consideration of interests and factors in the manner described in Subsection (1)
323 may not constitute a violation of Section 16-10a-831 or 16-10a-840 .
324 (3) Except as provided in the articles of incorporation or bylaws of a benefit
325 corporation, an officer is not personally liable for monetary damages for:
326 (a) an action or inaction as an officer in the course of performing the duties of an
327 officer under Subsection (1) if the officer performed the duties of the position in compliance
328 with Section 16-10a-831 or 16-10a-840 and this section; or
329 (b) failure of the benefit corporation to pursue or create general public benefit or
330 specific public benefit.
331 (4) An officer does not have a duty to a person that is a beneficiary of the general
332 public benefit purpose or a specific public benefit purpose of a benefit corporation arising from
333 the status of the person as a beneficiary.
334 Section 11. Section 16-10b-304 is enacted to read:
335 16-10b-304. Benefit officer.
336 (1) A benefit corporation may have an officer designated as the benefit officer.

337 (2) A benefit officer has:
338 (a) the powers and duties relating to the purpose of the corporation to create general
339 public benefit or specific public benefit provided:
340 (i) by the bylaws; or
341 (ii) absent controlling provisions in the bylaws, by resolutions or orders of the board of
342 directors; and
343 (b) the duty to prepare the benefit report required by Section 16-10b-401 .
344 Section 12. Section 16-10b-305 is enacted to read:
345 16-10b-305. Right of action.
346 (1) Except in a benefit enforcement proceeding, a person may not bring an action or
347 assert a claim against a benefit corporation or its directors or officers with respect to:
348 (a) failure to pursue or create general public benefit or a specific public benefit set forth
349 in its articles of incorporation; or
350 (b) violation of an obligation, duty, or standard of conduct under this chapter.
351 (2) A benefit corporation may not be liable for monetary damages under this chapter
352 for a failure of the benefit corporation to pursue or create general public benefit or a specific
353 public benefit.
354 (3) (a) A benefit enforcement proceeding may be commenced or maintained only:
355 (i) directly by the benefit corporation; or
356 (ii) derivatively by:
357 (A) a person or group of persons that owns beneficially or of record at least 2% of the
358 total number of shares of a class or series outstanding at the time of the act or omission
359 complained of;
360 (B) a director;
361 (C) a person or group of persons that own beneficially or of record 5% or more of the
362 outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the
363 time of the act or omission complained of; or
364 (D) other persons as specified in the articles of incorporation or bylaws of the benefit

365 corporation.
366 (b) A benefit corporation may provide in its articles of incorporation a greater degree of
367 ownership by a person or group of persons than those listed under Subsection (3)(a) to bring a
368 derivative action.
369 (4) For purposes of this section, a person is the beneficial owner of shares or equity
370 interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of
371 the beneficial owner.
372 Section 13. Section 16-10b-401 is enacted to read:
373 Part 4. Transparency
374 16-10b-401. Preparation of annual benefit report.
375 (1) A benefit corporation shall prepare an annual benefit report that includes all of the
376 following:
377 (a) a narrative description of:
378 (i) the ways in which the benefit corporation pursued general public benefit during the
379 year and the extent to which general public benefit was created;
380 (ii) (A) the ways in which the benefit corporation pursued a specific public benefit that
381 the articles of incorporation state it is the purpose of the benefit corporation to create; and
382 (B) the extent to which that specific public benefit was created; and
383 (iii) circumstances that have hindered the creation by the benefit corporation of general
384 public benefit or specific public benefit;
385 (b) an assessment of the overall social and environmental performance of the benefit
386 corporation against a third-party standard:
387 (i) applied consistently with the application of that third-party standard in prior benefit
388 reports; or
389 (ii) accompanied by an explanation of the reasons for an inconsistent application;
390 (c) the name of the benefit director and the benefit officer, if any, and the address to
391 which correspondence to each of them may be directed;
392 (d) the statement of the benefit director described in Subsection 16-10b-302 (3);

393 (e) an identification of the third-party standard that will be used to prepare the next
394 benefit report of the benefit corporation and a discussion of:
395 (i) the process and rationale for selecting that third-party standard and, if it is different
396 from the previous third-party standard used by the benefit corporation, the reasons for the
397 change; and
398 (ii) any connection between the organization that established the third-party standard,
399 or its directors, officers, or a holder of 5% or more of the governance interests in the
400 organization, and the benefit corporation or its directors, officers, or a holder of 5% or more of
401 the outstanding shares of the benefit corporation, including a financial or governance
402 relationship that might materially affect the credibility of the use of the third-party standard;
403 and
404 (f) if the benefit corporation has dispensed with, or restricted the discretion or powers
405 of, the board of directors, a description of the persons that exercise the powers, duties, and
406 rights and who have the immunities of the board of directors.
407 (2) If, during the year covered by a benefit report, a benefit director resigns, refuses to
408 stand for reelection to the position of benefit director, or is removed from the position of
409 benefit director, and the benefit director furnishes the benefit corporation with written
410 correspondence concerning the circumstances surrounding the resignation, refusal, or removal,
411 the benefit report shall include that correspondence as an exhibit.
412 (3) Neither the benefit report nor the assessment of the performance of the benefit
413 corporation in the benefit report required by Subsection (1)(b) needs to be audited or certified
414 by a third party.
415 Section 14. Section 16-10b-402 is enacted to read:
416 16-10b-402. Availability of annual benefit report.
417 (1) A benefit corporation shall send its annual benefit report required by Section
418 16-10b-401 to each shareholder on the earlier of:
419 (a) 120 days following the end of the fiscal year of the benefit corporation; or
420 (b) the same time that the benefit corporation delivers another annual report to its

421 shareholders.
422 (2) A benefit corporation shall post all of its benefit reports on the public portion of its
423 Internet website, if any, but financial or proprietary information included in the benefit reports
424 may be omitted from the benefit reports as posted.
425 (3) If a benefit corporation does not have an Internet website, the benefit corporation
426 shall provide a copy of its most recent benefit report, without charge, to a person that requests a
427 copy, but financial or proprietary information included in the benefit report may be omitted
428 from the copy of the benefit report provided.
429 (4) (a) Concurrently with the delivery of the benefit report to shareholders under
430 Subsection (2), the benefit corporation shall deliver a copy of the benefit report to the division
431 for filing, but financial or proprietary information included in the benefit report may be omitted
432 from the benefit report as delivered to the division.
433 (b) The division shall charge a fee established by the division in accordance with
434 Section 63J-1-504 for filing an annual benefit report.
435 (c) The benefit corporation shall file the annual benefit report in addition to the annual
436 report required by Section 16-10a-1603 .
437 Section 15. Section 16-11-6 is amended to read:
438 16-11-6. Purpose of professional corporation -- Power to own property and invest
439 funds.
440 (1) A professional corporation may be organized pursuant to the provisions of this [act]
441 chapter only for the purpose of rendering one specific type of professional service and services
442 ancillary [thereto] to the specific type of professional service and may not engage in any
443 business other than rendering the professional service [which] that it was organized to render
444 and services ancillary [thereto; provided, however, that] to the specific type of professional
445 service.
446 (2) Notwithstanding Subsection (1), a professional corporation may:
447 (a) own real and personal property necessary or appropriate for rendering the type of
448 professional service it was organized to render [and may];

449 (b) invest its funds in real estate, mortgages, stocks, bonds, and any other type of
450 investments[.]; and
451 (c) if a benefit corporation, have as a purpose creating a general public benefit and a
452 specific public benefit as provided in Chapter 10b, Benefit Corporation Act.