Sec. 2. (a) A benefit director shall be elected, and may be removed, in the manner provided under IC 23-1-33.
(b) Except as provided in section 6 or 7 of this chapter, a benefit director shall be an individual who is independent. An individual is conclusively presumed not independent under this subsection if any of the following apply:
(1) The individual:
(A) is; or
(B) has been within the past three (3) years;
an employee, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.
(2) An immediate family member of the individual:
(A) is; or
(B) has been within the past three (3) years;
an executive officer, other than a benefit officer, of the benefit corporation or a subsidiary of the benefit corporation.
(3) There is ownership of at least five percent (5%) of the outstanding shares of the benefit corporation, calculated as if all outstanding rights to acquire equity interests in the benefit corporation had been exercised, by:
(A) the individual; or
(B) an entity:
(i) of which the individual is a director, an officer, or a manager; or
(ii) in which the individual owns at least five percent (5%) of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the business entity had been exercised.
(c) An individual serving as a benefit director or benefit officer does not in itself make the individual not independent.
(d) A benefit director may serve as the benefit officer at the same time as serving as the benefit director.
(e) A benefit corporation may prescribe in its articles of incorporation or bylaws additional qualification requirements for the benefit director if the additional qualification requirements are not inconsistent with this section.