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The Florida Senate

2011 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 617
CORPORATIONS NOT FOR PROFIT Entire Chapter
CHAPTER 617
CORPORATIONS NOT FOR PROFIT
617.01011
Short title.
617.0102
Reservation of power to amend or repeal.
617.01201
Filing requirements.
617.0121
Forms.
617.0122
Fees for filing documents and issuing certificates.
617.0123
Effective date of document.
617.0124
Correcting filed document.
617.0125
Filing duties of Department of State.
617.0126
Appeal from Department of State’s refusal to file document.
617.0127
Evidentiary effect of copy of filed document.
617.0128
Certificate of status.
617.01301
Powers of Department of State.
617.01401
Definitions.
617.0141
Notice.
617.02011
Incorporators.
617.0202
Articles of incorporation; content.
617.0203
Incorporation.
617.0204
Liability for preincorporation transactions.
617.0205
Organizational meeting of directors.
617.0206
Bylaws.
617.0207
Emergency bylaws.
617.0301
Purposes and application.
617.0302
Corporate powers.
617.0303
Emergency powers.
617.0304
Ultra vires.
617.0401
Corporate name.
617.0403
Registered name; application; renewal; revocation.
617.0501
Registered office and registered agent.
617.0502
Change of registered office or registered agent; resignation of registered agent.
617.0503
Registered agent; duties; confidentiality of investigation records.
617.0504
Service of process, notice, or demand on a corporation.
617.0505
Distributions; exceptions.
617.0601
Members, generally.
617.0604
Liability of members.
617.0605
Transfer of membership interests.
617.0606
Resignation of members.
617.0607
Termination, expulsion, and suspension.
617.0608
Purchase of memberships.
617.0701
Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.
617.0721
Voting by members.
617.0725
Quorum.
617.07401
Members’ derivative actions.
617.0801
Duties of board of directors.
617.0802
Qualifications of directors.
617.0803
Number of directors.
617.0806
Staggered terms for directors.
617.0807
Resignation of directors.
617.0808
Removal of directors.
617.0809
Board vacancy.
617.08101
Compensation of directors.
617.0820
Meetings.
617.0821
Action by directors without a meeting.
617.0822
Notice of meetings.
617.0823
Waiver of notice.
617.0824
Quorum and voting.
617.0825
Committees.
617.0830
General standards for directors.
617.0831
Indemnification and liability of officers, directors, employees, and agents.
617.0832
Director conflicts of interest.
617.0833
Loans to directors or officers.
617.0834
Officers and directors of certain corporations and associations not for profit; immunity from civil liability.
617.0835
Prohibited activities by private foundations.
617.0840
Required officers.
617.0841
Duties of officers.
617.0842
Resignation and removal of officers.
617.0843
Contract rights of officers.
617.0901
Reincorporation.
617.1001
Authority to amend the articles of incorporation.
617.1002
Procedure for amending articles of incorporation.
617.1006
Contents of articles of amendment.
617.1007
Restated articles of incorporation.
617.1008
Amendment pursuant to reorganization.
617.1009
Effect of amendment.
617.1101
Plan of merger.
617.1102
Limitation on merger.
617.1103
Approval of plan of merger; abandonment of plan thereafter.
617.1105
Articles of merger.
617.1106
Effect of merger.
617.1107
Merger of domestic and foreign corporations.
617.1108
Merger of domestic corporation and other business entities.
617.1201
Secured transactions and other dispositions of corporate property and assets not requiring member approval.
617.1202
Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval.
617.1301
Prohibited distributions.
617.1302
Authorized distributions.
617.1401
Voluntary dissolution of corporation prior to conducting its affairs.
617.1402
Dissolution of corporation.
617.1403
Articles of dissolution.
617.1404
Revocation of dissolution.
617.1405
Effect of dissolution.
617.1406
Plan of distribution of assets.
617.1407
Unknown claims against dissolved corporation.
617.1408
Known claims against dissolved corporation.
617.1420
Grounds for administrative dissolution.
617.1421
Procedure for and effect of administrative dissolution.
617.1422
Reinstatement following administrative dissolution.
617.1423
Appeal from denial of reinstatement.
617.1430
Grounds for judicial dissolution.
617.1431
Procedure for judicial dissolution.
617.1432
Receivership or custodianship.
617.1433
Judgment of dissolution.
617.1440
Deposit with Department of Financial Services.
617.1501
Authority of foreign corporation to conduct affairs required.
617.1502
Consequences of conducting affairs without authority.
617.1503
Application for certificate of authority.
617.1504
Amended certificate of authority.
617.1505
Effect of certificate of authority.
617.1506
Corporate name of foreign corporation.
617.1507
Registered office and registered agent of foreign corporation.
617.1508
Change of registered office and registered agent of foreign corporation.
617.1509
Resignation of registered agent of foreign corporation.
617.1510
Service of process, notice, or demand on a foreign corporation.
617.1520
Withdrawal of foreign corporation.
617.1530
Grounds for revocation of authority to conduct affairs.
617.1531
Procedure for and effect of revocation.
617.1532
Appeal from revocation.
617.1533
Reinstatement following revocation.
617.1601
Corporate records.
617.1602
Inspection of records by members.
617.1603
Scope of inspection right.
617.1604
Court-ordered inspection.
617.1605
Financial reports for members.
617.1606
Access to records.
617.1622
Annual report for Department of State.
617.1623
Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.
617.1701
Application to existing domestic corporation.
617.1702
Application to qualified foreign corporations.
617.1703
Application of chapter.
617.1711
Application to foreign and interstate commerce.
617.1803
Domestication of foreign not-for-profit corporations.
617.1805
Corporations for profit; when may become corporations not for profit.
617.1806
Conversion to corporation not for profit; petition and contents.
617.1807
Conversion to corporation not for profit; authority of circuit judge.
617.1808
Application of act to corporation converted to corporation not for profit.
617.1904
Estoppel.
617.1907
Effect of repeal or amendment of prior acts.
617.1908
Applicability of Florida Business Corporation Act.
617.2001
Corporations which may be incorporated hereunder; incorporation of certain medical services corporations.
617.2002
Corporation not for profit organized pursuant to s. 2, ch. 87-296; requirements.
617.2003
Proceedings to revoke articles of incorporation or charter or prevent its use.
617.2004
Extinct churches and religious societies; property.
617.2005
Extinct churches and religious societies; dissolution.
617.2006
Incorporation of labor unions or bodies.
617.2007
Sponge packing and marketing corporations.
617.2101
Corporation authorized to act as trustee.
617.2102
Fines and penalties against members.
617.2104
Florida Uniform Prudent Management of Institutional Funds Act.
617.2105
Corporation issued a deed to real property.