| 1 | Representative(s) Goodlette offered the following: |
| 2 |
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| 3 | Amendment (with title amendments) |
| 4 | Remove line(s) 528-543 and insert: |
| 5 | Section 2. Subsection (1) of section 607.1302, Florida |
| 6 | Statutes, is amended to read: |
| 7 | 607.1302 Right of shareholders to appraisal.-- |
| 8 | (1) A shareholder of a domestic corporation is entitled to |
| 9 | appraisal rights, and to obtain payment of the fair value of |
| 10 | that shareholder's shares, in the event of any of the following |
| 11 | corporate actions: |
| 12 | (a) Consummation of a conversion of such corporation |
| 13 | pursuant to s. 607.1112 if shareholder approval is required for |
| 14 | the conversion and the shareholder is entitled to vote on the |
| 15 | conversion under ss. 607.1103 and 607.1112(6), or the |
| 16 | consummation of a merger to which such the corporation is a |
| 17 | party if shareholder approval is required for the merger under |
| 18 | by s. 607.1103 and the shareholder is entitled to vote on the |
| 19 | merger or if such the corporation is a subsidiary and the merger |
| 20 | is governed by s. 607.1104; |
| 21 | (b) Consummation of a share exchange to which the |
| 22 | corporation is a party as the corporation whose shares will be |
| 23 | acquired if the shareholder is entitled to vote on the exchange, |
| 24 | except that appraisal rights shall not be available to any |
| 25 | shareholder of the corporation with respect to any class or |
| 26 | series of shares of the corporation that is not exchanged; |
| 27 | (c) Consummation of a disposition of assets pursuant to s. |
| 28 | 607.1202 if the shareholder is entitled to vote on the |
| 29 | disposition, including a sale in dissolution but not including a |
| 30 | sale pursuant to court order or a sale for cash pursuant to a |
| 31 | plan by which all or substantially all of the net proceeds of |
| 32 | the sale will be distributed to the shareholders within 1 year |
| 33 | after the date of sale; |
| 34 | (d) An amendment of the articles of incorporation with |
| 35 | respect to the class or series of shares which reduces the |
| 36 | number of shares of a class or series owned by the shareholder |
| 37 | to a fraction of a share if the corporation has the obligation |
| 38 | or right to repurchase the fractional share so created; |
| 39 | (e)(d) Any other amendment to the articles of |
| 40 | incorporation, merger, share exchange, or disposition of assets |
| 41 | to the extent provided by the articles of incorporation, bylaws, |
| 42 | or a resolution of the board of directors, except that no bylaw |
| 43 | or board resolution providing for appraisal rights may be |
| 44 | amended or otherwise altered except by shareholder approval; or |
| 45 | (f)(e) With regard to a class of shares prescribed in the |
| 46 | articles of incorporation prior to October 1, 2003, including |
| 47 | any shares within that class subsequently authorized by |
| 48 | amendment, any amendment of the articles of incorporation if the |
| 49 | shareholder is entitled to vote on the amendment and if such |
| 50 | amendment would adversely affect such shareholder by: |
| 51 | 1. Altering or abolishing any preemptive rights attached |
| 52 | to any of his or her shares; |
| 53 | 2. Altering or abolishing the voting rights pertaining to |
| 54 | any of his or her shares, except as such rights may be affected |
| 55 | by the voting rights of new shares then being authorized of any |
| 56 | existing or new class or series of shares; |
| 57 | 3. Effecting an exchange, cancellation, or |
| 58 | reclassification of any of his or her shares, when such |
| 59 | exchange, cancellation, or reclassification would alter or |
| 60 | abolish the shareholder's voting rights or alter his or her |
| 61 | percentage of equity in the corporation, or effecting a |
| 62 | reduction or cancellation of accrued dividends or other |
| 63 | arrearages in respect to such shares; |
| 64 | 4. Reducing the stated redemption price of any of the |
| 65 | shareholder's redeemable shares, altering or abolishing any |
| 66 | provision relating to any sinking fund for the redemption or |
| 67 | purchase of any of his or her shares, or making any of his or |
| 68 | her shares subject to redemption when they are not otherwise |
| 69 | redeemable; |
| 70 | 5. Making noncumulative, in whole or in part, dividends of |
| 71 | any of the shareholder's preferred shares which had theretofore |
| 72 | been cumulative; |
| 73 | 6. Reducing the stated dividend preference of any of the |
| 74 | shareholder's preferred shares; or |
| 75 | 7. Reducing any stated preferential amount payable on any |
| 76 | of the shareholder's preferred shares upon voluntary or |
| 77 | involuntary liquidation. |
| 78 |
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| 79 | ================ T I T L E A M E N D M E N T ============= |
| 80 | Remove line(s) 13 and 14 and insert: |
| 81 | business entity into a domestic corporation; amending s. |
| 82 | 607.1302, F.S.; revising grounds for exercise of appraisal |
| 83 | rights; amending as. 608.407 and 608.4225, F.S., to |
| 84 | conform; |