Bill No. 0595
Amendment No. 307901
Senate House

1Representative(s) Goodlette offered the following:
3     Amendment (with title amendments)
4     Remove line(s) 528-543 and insert:
5     Section 2.  Subsection (1) of section 607.1302, Florida
6Statutes, is amended to read:
7     607.1302  Right of shareholders to appraisal.--
8     (1)  A shareholder of a domestic corporation is entitled to
9appraisal rights, and to obtain payment of the fair value of
10that shareholder's shares, in the event of any of the following
11corporate actions:
12     (a)  Consummation of a conversion of such corporation
13pursuant to s. 607.1112 if shareholder approval is required for
14the conversion and the shareholder is entitled to vote on the
15conversion under ss. 607.1103 and 607.1112(6), or the
16consummation of a merger to which such the corporation is a
17party if shareholder approval is required for the merger under
18by s. 607.1103 and the shareholder is entitled to vote on the
19merger or if such the corporation is a subsidiary and the merger
20is governed by s. 607.1104;
21     (b)  Consummation of a share exchange to which the
22corporation is a party as the corporation whose shares will be
23acquired if the shareholder is entitled to vote on the exchange,
24except that appraisal rights shall not be available to any
25shareholder of the corporation with respect to any class or
26series of shares of the corporation that is not exchanged;
27     (c)  Consummation of a disposition of assets pursuant to s.
28607.1202 if the shareholder is entitled to vote on the
29disposition, including a sale in dissolution but not including a
30sale pursuant to court order or a sale for cash pursuant to a
31plan by which all or substantially all of the net proceeds of
32the sale will be distributed to the shareholders within 1 year
33after the date of sale;
34     (d)  An amendment of the articles of incorporation with
35respect to the class or series of shares which reduces the
36number of shares of a class or series owned by the shareholder
37to a fraction of a share if the corporation has the obligation
38or right to repurchase the fractional share so created;
39     (e)(d)  Any other amendment to the articles of
40incorporation, merger, share exchange, or disposition of assets
41to the extent provided by the articles of incorporation, bylaws,
42or a resolution of the board of directors, except that no bylaw
43or board resolution providing for appraisal rights may be
44amended or otherwise altered except by shareholder approval; or
45     (f)(e)  With regard to a class of shares prescribed in the
46articles of incorporation prior to October 1, 2003, including
47any shares within that class subsequently authorized by
48amendment, any amendment of the articles of incorporation if the
49shareholder is entitled to vote on the amendment and if such
50amendment would adversely affect such shareholder by:
51     1.  Altering or abolishing any preemptive rights attached
52to any of his or her shares;
53     2.  Altering or abolishing the voting rights pertaining to
54any of his or her shares, except as such rights may be affected
55by the voting rights of new shares then being authorized of any
56existing or new class or series of shares;
57     3.  Effecting an exchange, cancellation, or
58reclassification of any of his or her shares, when such
59exchange, cancellation, or reclassification would alter or
60abolish the shareholder's voting rights or alter his or her
61percentage of equity in the corporation, or effecting a
62reduction or cancellation of accrued dividends or other
63arrearages in respect to such shares;
64     4.  Reducing the stated redemption price of any of the
65shareholder's redeemable shares, altering or abolishing any
66provision relating to any sinking fund for the redemption or
67purchase of any of his or her shares, or making any of his or
68her shares subject to redemption when they are not otherwise
70     5.  Making noncumulative, in whole or in part, dividends of
71any of the shareholder's preferred shares which had theretofore
72been cumulative;
73     6.  Reducing the stated dividend preference of any of the
74shareholder's preferred shares; or
75     7.  Reducing any stated preferential amount payable on any
76of the shareholder's preferred shares upon voluntary or
77involuntary liquidation.
79================ T I T L E  A M E N D M E N T =============
80     Remove line(s) 13 and 14 and insert:
81business entity into a domestic corporation; amending s.
82607.1302, F.S.; revising grounds for exercise of appraisal
83rights; amending as. 608.407 and 608.4225, F.S., to

CODING: Words stricken are deletions; words underlined are additions.