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The Florida Senate

2014 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 623
PRIVATE SCHOOL CORPORATIONS
CHAPTER 623
CHAPTER 623
PRIVATE SCHOOL CORPORATIONS
623.01 Short title.
623.02 Private school corporation; charter.
623.03 Charter; submission to and approval by circuit court; recordation.
623.04 Charter; amendment.
623.05 Evidence in court proceedings.
623.06 Dissolution of corporation.
623.07 Consolidation or merger of corporations.
623.08 Operation of separate schools in same county.
623.09 Taxation exemption.
623.10 Powers and duties.
623.11 Corporation membership.
623.12 Board of directors.
623.13 Administration, supervision, and operation by private persons or entities.
623.14 Construction.
623.01 Short title.—This law may be cited as the “Private School Corporation Law of 1959.”
History.—s. 1, ch. 59-113; s. 421, ch. 81-259.
623.02 Private school corporation; charter.—Any 25 or more adult persons, who are legal residents of Florida and of the county in which any corporation may be formed hereunder, may form a private school corporation, under the provisions of this act and such private school shall be incorporated in the following manner: There shall be presented to one of the judges of the circuit court for the county in which such corporation will operate, a proposed charter subscribed by the intended incorporators, which shall set forth:
(1) The name of the corporation which name shall include the words “private school.”
(2) A designation of the geographic area in which such corporation will operate its school or schools.
(3) The object and purpose of the corporation.
(4) The qualifications of the members and the manner of their designation.
(5) The term for which the corporation will exist, which term may be perpetual.
(6) The names and addresses of the charter members.
(7) The names of the officers who shall manage the affairs of the corporation until the first election of officers.
(8) The procedure by which the bylaws of the corporation shall be made, altered, or rescinded.
History.—s. 2, ch. 59-113.
623.03 Charter; submission to and approval by circuit court; recordation.—
(1) The proposed charter shall be acknowledged by one of the subscribing incorporators before an officer authorized to take acknowledgments of deeds, which said subscribing incorporator shall also take and subscribe to an oath, to be endorsed on the proposed charter, that it is intended in good faith to carry out the purposes and objectives set forth therein and as provided in this act.
(2) The circuit judge to whom the proposed charter is presented, finding the same to be in proper form and for the objective and purpose authorized by this act, and in accordance with the provisions and limitations of this act shall approve the charter and endorse her or his approval thereon. The charter shall then be recorded in the office of the clerk of such circuit court and from thenceforth the subscribers and their associates and successors shall be a nonprofit eleemosynary corporation by the name given.
History.—s. 3, ch. 59-113; s. 172, ch. 97-102.
623.04 Charter; amendment.—The charter of any corporation incorporated under this act may be amended as follows: When the members of the corporation at a regular or special meeting held in accordance with its bylaws shall approve a resolution providing an amendment to the charter, a copy of such resolution certified by the president and secretary shall be presented to the judge of the circuit court of the county and if she or he finds the amendment to be proper in form and substance she or he shall endorse her or his approval thereon and it shall be recorded by the clerk of the circuit court and the amendment shall be effective from the date of record.
History.—s. 4, ch. 59-113; s. 173, ch. 97-102.
623.05 Evidence in court proceedings.—The original charter, with the clerk’s certificate of recording thereon, or a duly certified copy thereof, shall be evidence of the contents of the charter in all actions and proceedings, and shall be conclusive evidence of the existence of such corporation in all actions and proceedings where the question of its existence is only collaterally involved and prima facie evidence in all other actions and proceedings.
History.—s. 5, ch. 59-113.
623.06 Dissolution of corporation.—Any such corporation may be dissolved upon its petition to the circuit judge who shall order notice thereof to be published for such period of time as she or he may deem expedient and upon proof of such publication the circuit judge may decree dissolution and make all necessary orders and decrees for the settlement of the affairs of such corporation, taking care that the claims of creditors be satisfied to the extent of the assets of the corporation.
History.—s. 6, ch. 59-113; s. 174, ch. 97-102.
623.07 Consolidation or merger of corporations.—
(1) Any two or more corporations existing under the provisions of this act and operating within the same county may consolidate into a new corporation or merge into any one of the constituent corporations, as shall be specified in the consolidation or merger agreement. The board of directors of such corporation or a majority of the members of such corporation at a meeting however duly called or held, as desire to consolidate or merge may enter into an agreement signed by a majority of the members of the several boards of directors or, as the case may be, by a majority of such corporation members at such meeting prescribing the terms and conditions of consolidation or merger, the mode of carrying the same into effect, and stating such other facts as are necessary to be set out in the charter with such other details and provisions as are necessary or desirable.
(2) The agreement shall be submitted to a meeting of the members of record of each corporation. Notice of the time, place, and purpose of the meeting shall be given to every member of such corporations. Upon adoption of the agreement by the majority of the corporate members of each corporation the secretary of each corporation shall certify the fact of that approval on said agreement. The agreement so adopted and certified shall for each corporation be signed and acknowledged by the president or vice president. The agreement so certified and acknowledged by each corporation shall be filed with the clerk of the circuit court in the county where such corporations exist and when approved by a circuit judge of such county the consolidation or merger shall be effective.
History.—s. 7, ch. 59-113.
623.08 Operation of separate schools in same county.—A corporation incorporated under the provisions of this act to operate in an entire county, or major area thereof may operate separate schools in such area and in such locations as it may deem necessary or advisable and under such rules and regulations as specified in the bylaws.
History.—s. 8, ch. 59-113.
623.09 Taxation exemption.—The property of any private school corporation incorporated under the provisions of this act shall be exempt from taxation as provided by law.
History.—s. 9, ch. 59-113.
623.10 Powers and duties.—Any corporation existing under the provisions of this act, unless otherwise limited by its charter or bylaws shall have the following powers:
(1) To purchase, own, lease, hold, sell, convey, assign, transfer, mortgage, pledge, or otherwise dispose of real and personal property, tangible and intangible.
(2) To borrow money and contract debts whenever necessary for the transaction of its business or for the exercise of its corporate powers, rights, and privileges, or for any other lawful purpose; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time, or payable upon the happening of a specified event, whether secured by mortgages, pledge or otherwise, or unsecured for money borrowed or in payment of property purchased or acquired, or for any other lawful object.
(3) To accept gifts from members and nonmembers and other legitimate sources.
(4) To do all things necessary and proper for the accomplishment of the objectives and purposes of the corporation as enumerated in its charter, its bylaws, or any amendment thereof, or necessary or incidental to the attainment of the objectives and purposes of the corporation.
(5) To sue and be sued.
History.—s. 10, ch. 59-113.
623.11 Corporation membership.—The membership of a corporation existing under the provisions of this act shall be composed of persons who have been approved for membership, as provided by the charter and bylaws of the corporation.
History.—s. 11, ch. 59-113.
623.12 Board of directors.—
(1) The control of such corporation shall be vested in a board consisting of not fewer than five directors. The number of directors, whether five or more, shall be specified by the charter or bylaws of the corporation. The term of service of the directors shall be established by the charter or bylaws, and the directors shall be elected by a majority vote of the members present at a meeting of the membership, whether annual, special, or otherwise. The board of directors, from and by its membership and by majority vote thereof, shall elect, for a term of office as established by the charter or bylaws, the following officers, whose duties shall include the following:
(a) A president who shall be the chief executive officer of the corporation, who shall preside at all meetings of the members and of the board of directors, and who shall perform such other duties as may be prescribed by the bylaws or directed by the board of directors.
(b) A vice president who in the absence or inability of the president to perform her or his duties shall act as president for the duration of such absence or inability and who shall perform such other duties as may be prescribed by the bylaws or directed by the board of directors.
(c) A secretary who shall keep the minutes of all meetings of the corporation and other records of the corporation and who shall perform such additional duties as may be prescribed by the bylaws or directed by the board of directors.
(d) A treasurer who shall receive and keep all corporate funds and securities; keep all accounts and records of the corporation; examine, audit, adjust, and settle all accounts of the corporation; and perform such other duties as may be prescribed by the bylaws or directed by the board of directors.
(e) Such other officers as may be prescribed by the bylaws or directed by the board of directors.
(2) Only the treasurer, when authorized by the board of directors, shall receive any monetary reward for services rendered, except that all officers may receive actual and reasonable expenses while performing services for the corporation.
(3) Actions by corporations formed under this chapter that were made by a board consisting of not fewer than five members are hereby ratified, confirmed, and approved, as are actions that were made by a board consisting of one or more members having served as directors for a period exceeding 1 year.
(4) This section shall be supplemental to those provided elsewhere in this chapter and shall be construed liberally in order to effectuate the legislative intent that adequate provisions be made for the management of private school corporations.
History.—s. 12, ch. 59-113; s. 1, ch. 79-153; s. 175, ch. 97-102.
623.13 Administration, supervision, and operation by private persons or entities.—Any corporation organized and existing under this act shall be administered, supervised, operated, financed, and controlled exclusively by private persons and private entities and their funds. All persons while acting in any public official capacity are hereby specifically prohibited from engaging in any manner in such administration, supervision, operation, financing, and control of the affairs of such corporation. This section does not prohibit the financing of educational facilities as provided in part II of chapter 159.
History.—s. 13, ch. 59-113; s. 2, ch. 98-306.
623.14 Construction.—The provisions of this act shall be deemed to be accumulative and supplemental to any other powers and authority for the creation of corporations not for profit as set out in chapter 617.
History.—s. 15, ch. 59-113.