KRS 271B.16-210: Other reports to shareholders -- Other requirements of a public

benefit corporation.

(1) If a corporation indemnifies or advances expenses to a director under KRS

271B.8-510 to 271B.8-540 in connection with a proceeding by or in the right of

the corporation, the corporation shall report the indemnification or advance in

writing to the shareholders with or before the notice of the next shareholders'

meeting.

(2) A public benefit corporation shall no less than annually provide its stockholders

with a statement as to the corporation's promotion of the public benefit or public

benefits identified in the articles of incorporation and of the best interests of

those materially affected by the corporation's conduct. The statement shall

include:

(a) The objectives that the board of directors has established to promote the

public benefit or public benefits and interests;

(b) The standards that the board of directors has adopted to measure the

corporation's progress in promoting the public benefit or public benefits

and interests;

(c) Objective factual information based on those standards regarding the

corporation's success in meeting the objectives for promoting the public

benefit or public benefits and interests; and

(d) An assessment of the corporation's success in meeting the objectives

and promoting the public benefit or public benefits and interests.

(3) The articles of incorporation or bylaws of a public benefit corporation may

require that the corporation:

(a) Make the statement described in subsection (2) of this section available

to the public; or

(b) Use a third-party standard in connection with, or attain a periodic

third-party certification addressing, the corporation's promotion of the

public benefit or public benefits identified in the articles of incorporation or

the best interests of those materially affected by the corporation's

conduct.