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identical list of specific public benefits as for Special Purpose Corporations, but adds as an
example “Any other public benefit consistent with the purposes of the Benefit Corporation”.

3.7.3 Management

Both Special Purpose and Benefit Corporations are subject to the same Officer and Director
rules as general Florida Corporations. However, the statutes set forth additional requirements
and standards of conduct for each type of entity.

Directors of a Social Purpose Corporation must, in addition to their general duties as directors,
consider the effects of any action or inaction on not only the Social Purpose Corporation’s
shareholders but also on its ability to accomplish its public benefit or specific public benefit
purpose. Additionally, a director of a Social Purpose Corporation may consider the effects of
any action or inaction on the employees and work force of the Social Purpose Corporation, its
subsidiaries and suppliers, on the interests of customers and suppliers as beneficiaries of the
public benefit or specific public benefit purpose, on community and societal factors, on the
local and global environment, and on the short-and-long term interests of the Social Purpose
Corporation.

Directors of a Benefit Corporation have similar duties, except that they must (rather than may)
consider the effects of any action on each of the above, and may also consider other pertinent
factors that they deem appropriate.

Both Social Purpose and Benefit Corporations may specify a “Benefit Director”. This director, in
addition to his or her general duties as a director, must also include in the Annual Benefit
Report his or her opinion on whether the corporation complied with its benefit purpose and
whether the officers or other directors have complied with their duties.

Officers of a Social Purpose Corporation or Benefit Corporation may consider the same factors
as directors in performing their duties as an officer. Social Purpose Corporations or Benefit
Corporations may also specify a “Benefit Officer”, who has the duty of preparing the Annual
Benefit Report.

3.7.4 Annual Benefit Report

Both Social Purpose and Benefit Corporations are required to prepare for their shareholders an
“Annual Benefit Report”, which is a narrative description of the ways in which the public benefit
has actually been benefited and any circumstances that hindered that benefit. The Articles of
Incorporation may also set forth that the Annual Benefit Report must be prepared by some third
party standard, and if it is, the Report must set forth the rationale for that standard, as well as
any rationale for changing the standard.

The Annual Benefit Report must be sent to all shareholders no later than 120 days following the
end of the fiscal year, or at the same time the corporation delivers any other required annual

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