HB 205

1	A bill to be entitled
2	An act relating to corporations not for profit; amending
3	s. 617.01201, F.S.; requiring a document that is
4	electronically transmitted to be in a format that can be
5	retrieved in typewritten or printed form; requiring that a
6	document be executed by a director of the domestic or
7	foreign corporation; authorizing the delivery of a
8	document by electronic transmission to the extent
9	permitted by the Department of State; amending s.
10	617.0122, F.S.; requiring the department to collect a fee
11	for filing an agent's statement of resignation from an
12	inactive corporation; amending s. 617.0124, F.S.;
13	authorizing a domestic or foreign corporation to correct a
14	document filed by the department within 30 days after
15	filing under certain circumstances; amending s. 617.01401,
16	F.S.; defining the terms "distribution," "mutual benefit
17	corporation," and "voting power"; amending s. 617.0205,
18	F.S.; requiring the incorporators to hold an
19	organizational meeting after incorporation if the initial
20	directors are not named in the articles of incorporation;
21	amending s. 617.0302, F.S.; authorizing a corporation not
22	for profit to make contracts and guaranties; amending s.
23	617.0503, F.S.; providing that an alien business
24	organization may withdraw its registered agent designation
25	by delivering an application for certificate of withdrawal
26	to the department; amending s. 617.0505, F.S.; prohibiting
27	a corporation from making distributions to its members;
28	providing an exception; deleting provisions related to the
29	issuance of certificates; amending s. 617.0601, F.S.;
30	correcting a reference to the Solicitation of
31	Contributions Act; providing that certain stock
32	certificates constitute certificates of membership;
33	requiring that a resignation, expulsion, or termination of
34	membership be recorded in the membership book; creating s.
35	617.0605, F.S.; prohibiting a member of a corporation from
36	transferring a membership under certain circumstances;
37	creating s. 617.0606, F.S.; providing that the resignation
38	of a member does not relieve the member from obligations
39	incurred and commitments made prior to resignation;
40	creating s. 617.0607, F.S.; requiring that a member of a
41	corporation be terminated or suspended pursuant to a
42	procedure that is fair and reasonable; providing criteria
43	that must be met for a procedure to satisfy the
44	requirements of fairness and reasonability; requiring that
45	written notice given by mail be delivered by certified
46	mail or first-class mail; requiring that a proceeding
47	challenging an expulsion, suspension, or termination be
48	commenced within 1 year after the effective date of such
49	expulsion, suspension, termination; providing that a
50	member who has been expelled or suspended may be liable to
51	the corporation for dues, assessments, or fees; creating
52	s. 617.0608, F.S.; prohibiting a corporation from
53	purchasing any of its memberships; authorizing a mutual
54	benefit corporation to purchase the membership of a member
55	who resigns or whose membership is terminated; amending s.
56	617.0701, F.S.; authorizing the holders of at least 5
57	percent of the voting power of a corporation to call a
58	special meeting of the members under certain
59	circumstances; authorizing a person who signs a demand for
60	a special meeting to call a special meeting of the members
61	under certain circumstances; amending s. 617.0721, F.S.;
62	providing that members and proxy holders who are not
63	physically present at a meeting may participate by means
64	of remote communication and are deemed to be present at
65	the meeting under certain circumstances; amending s.
66	617.0725, F.S.; requiring an amendment to the articles of
67	incorporation or the bylaws, which adds a greater or
68	lesser quorum or voting requirement to meet certain
69	requirements; creating s. 617.07401, F.S.; prohibiting a
70	person from commencing a proceeding in the right of a
71	domestic or foreign corporation unless the person was a
72	member of the corporation or became a member through
73	transfer by operation of law; requiring that a complaint
74	in a proceeding brought in the right of a domestic or
75	foreign corporation be verified and allege the demand with
76	particularity; authorizing the court to dismiss a
77	derivative proceeding if the court finds that a
78	determination was made in good faith after a reasonable
79	investigation; prohibiting certain proceedings from being
80	discontinued or settled without the approval of the court;
81	authorizing the court to require a plaintiff to pay a
82	defendant's reasonable expenses upon termination of a
83	proceeding, including attorney's fees; amending s.
84	617.0801, F.S.; providing the duties of the board of
85	directors; amending s. 617.0806, F.S.; providing that
86	directors may be divided into classes; amending s.
87	617.0808, F.S.; providing that any member of the board of
88	directors may be removed from office with or without cause
89	by a certain vote; providing that a director who is
90	elected by a class, chapter, or other organizational unit
91	may be removed only by members of that class, chapter, or
92	organizational unit; providing that a director elected or
93	appointed by the board may be removed without cause by a
94	vote of two-thirds of the directors then in office;
95	providing that a director of a corporation described in s.
96	501(c) of the Internal Revenue Code may be removed from
97	office pursuant to procedures provided in the articles of
98	incorporation or the bylaws; amending s. 617.0809, F.S.;
99	providing that a vacancy on the board of directors for a
100	director elected by a class, chapter, unit, or group may
101	be filled only by members of that class, chapter, unit, or
102	group; providing that the term of a director elected or
103	appointed to fill a vacancy expires at the next annual
104	meeting at which directors are elected; amending s.
105	617.0830, F.S.; authorizing a director to consider such
106	factors as he or she deems relevant in discharging his or
107	her duties; amending s. 617.0832, F.S.; deleting a
108	provision that authorizes common or interested directors
109	to be counted in determining the presence of a quorum at a
110	meeting that ratifies a contract between a corporation and
111	one of its directors and any other corporation in which
112	one of its directors is financially interested; providing
113	circumstances under which a conflict-of-interest
114	transaction is authorized; amending s. 617.0833, F.S.;
115	providing an exception to the requirement that a loan may
116	not be made by a corporation to its directors; amending s.
117	617.0834, F.S.; providing that an officer or director of a
118	certain nonprofit organization or agricultural or
119	horticultural organization is immune from civil liability;
120	amending s. 617.1007, F.S.; providing that a restatement
121	of the articles of incorporation of a corporation may
122	include one or more amendments; amending s. 617.1101,
123	F.S.; providing requirements for a plan of merger;
124	creating s. 617.1102, F.S.; providing a limitation on the
125	merger of a corporation not for profit; creating s.
126	617.1301, F.S.; prohibiting a corporation from making
127	distributions to its members under certain circumstances;
128	creating s. 617.1302, F.S.; providing that a mutual
129	benefit corporation may purchase its memberships only
130	under certain circumstances; authorizing a corporation to
131	make distributions upon dissolution; amending s. 617.1405,
132	F.S.; providing that the name of a dissolved corporation
133	may be available for immediate assumption by another
134	corporation if the dissolved corporation provides the
135	department with an affidavit permitting such use; creating
136	s. 617.1407, F.S.; authorizing a dissolved corporation or
137	successor entity to execute certain procedures to resolve
138	payment of unknown claims against it; providing that
139	certain claims against a dissolved corporation are barred;
140	providing that a claim may be entered against a dissolved
141	corporation under certain circumstances; creating s.
142	617.1408, F.S.; authorizing a dissolved corporation or
143	successor entity to execute certain procedures to dispose
144	of known claims against it; requiring a dissolved
145	corporation deliver written notice of the dissolution to
146	each of its known claimants; providing a procedure under
147	which a dissolved corporation may reject a claim made
148	against it; requiring that a dissolved corporation give
149	notice of the dissolution to persons having known claims
150	that are contingent, conditional, or unmatured; requiring
151	that a dissolved corporation follow certain procedures in
152	offering compensation to a claimant if the claim matures;
153	requiring that a dissolved corporation petition the
154	circuit court to determine the amount and form of security
155	that will be sufficient to provide compensation to certain
156	claimants; providing that the giving of notice or making
157	of an offer does not revive a claim that has been barred;
158	providing that directors of a dissolved corporation or
159	governing persons of a successor entity that has complied
160	with certain procedures are not personally liable to the
161	claimants of a dissolved corporation; providing that
162	certain members of a dissolved corporation are not liable
163	for any claim against the corporation; providing a limit
164	on the aggregate liability of any member of a dissolved
165	corporation; defining the term "successor entity";
166	repealing s. 617.1421(6), F.S., relating to the assumption
167	and use of the name of a dissolved corporation; amending
168	s. 617.1422, F.S.; deleting certain requirements for an
169	application to reinstate a corporation that has been
170	dissolved; requiring that a corporation submit a
171	reinstatement form prescribed and furnished by the
172	department; providing that the name of a dissolved
173	corporation is not available for assumption or use by
174	another corporation until 1 year after the effective date
175	of dissolution; providing an exception; amending s.
176	617.1430, F.S.; revising the requirements for members to
177	dissolve a corporation in circuit court; amending s.
178	617.1503, F.S.; requiring a foreign corporation to deliver
179	a certificate of existence authenticated by the Secretary
180	of State; amending s. 617.1504, F.S.; requiring that a
181	foreign corporation make application to the department to
182	obtain an amended certificate of authority within 90 days
183	after the occurrence of a change; amending s. 617.1506,
184	F.S.; requiring that an alternate corporate name adopted
185	for use in this state be cross-referenced to the real
186	corporate name in the records of the Division of
187	Corporations; requiring that the corporate name of a
188	foreign corporation be distinguishable from the corporate
189	name of a corporation for profit incorporated or
190	authorized to transact business in this state; amending s.
191	617.1530, F.S.; requiring that the department receive an
192	authenticated certificate from the Secretary of State
193	before commencing a proceeding to revoke the certificate
194	of authority of a foreign corporation; amending s.
195	617.1601, F.S.; requiring that a corporation keep a copy
196	of its articles of incorporation; amending s. 617.1602,
197	F.S.; providing that a member of a corporation is entitled
198	to inspect and copy certain records of the corporation at
199	a reasonable location specified by the corporation;
200	requiring that a member give the corporation written
201	notice 10 days before the date on which he or she wishes
202	to inspect and copy records; amending s. 617.1605, F.S.;
203	revising the circumstances under which a corporation is
204	required to furnish a member with its latest annual
205	financial statement; creating s. 617.1703, F.S.; providing
206	for the applicability of certain provisions to
207	corporations regulated under the act; amending s.
208	617.1803, F.S.; providing for certain changes when a
209	foreign not-for-profit corporation becomes domesticated;
210	amending s. 617.1806, F.S.; revising the provisions for
211	conversion to a corporation not for profit; amending s.
212	617.1807, F.S.; correcting a reference to the articles of
213	incorporation regarding the process of conversion to a
214	corporation not for profit; amending s. 617.1907, F.S.;
215	providing that the repeal or amendment of a statute does
216	not affect certain operations and proceedings; repealing
217	s. 617.2103, F.S., relating to exemptions for certain
218	corporations; providing an effective date.
219
220	Be It Enacted by the Legislature of the State of Florida:
221
222	Section 1.  Subsections (4), (6), and (9) of section
223	617.01201, Florida Statutes, are amended to read:
224	617.01201  Filing requirements.--
225	(4)  The document must be typewritten or printed and must
226	be legible. If electronically transmitted, the document must be
227	in a format that can be retrieved or reproduced in typewritten
228	or printed form.
229	(6)  The document must be executed:
230	(a)  By a director the chair or any vice chair of the board
231	of directors of a domestic or foreign corporation, or by its
232	president or by another of its officers;
233	(b)  If directors or officers have not been selected or the
234	corporation has not been formed, by an incorporator; or
235	(c)  If the corporation is in the hands of a receiver,
236	trustee, or other court-appointed fiduciary, by that fiduciary.
237	(9)  The document must be delivered to the office of the
238	Department of State for filing. Delivery may be made by
239	electronic transmission if and to the extent permitted by the
240	Department of State. If the document is filed in typewritten or
241	printed form and not transmitted electronically, the Department
242	of State may require that and may be accompanied by one exact or
243	conformed copy be delivered with the document, (except as
244	provided in s. 617.1508. The document), and must be accompanied
245	by the correct filing fee and any other tax or penalty required
246	by this act or other law.
247	Section 2.  Subsection (7) of section 617.0122, Florida
248	Statutes, is amended to read:
249	617.0122  Fees for filing documents and issuing
250	certificates.--The Department of State shall collect the
251	following fees on documents delivered to the department for
252	filing:
253	(7)  Agent's statement of resignation from inactive
254	administratively dissolved corporation:  $35.
255
256	Any citizen support organization that is required by rule of the
257	Department of Environmental Protection to be formed as a
258	nonprofit organization and is under contract with the department
259	is exempt from any fees required for incorporation as a
260	nonprofit organization, and the Secretary of State may not
261	assess any such fees if the citizen support organization is
262	certified by the Department of Environmental Protection to the
263	Secretary of State as being under contract with the Department
264	of Environmental Protection.
265	Section 3.  Subsections (1) and (2) of section 617.0124,
266	Florida Statutes, are amended to read:
267	617.0124  Correcting filed document.--
268	(1)  A domestic or foreign corporation may correct a
269	document filed by the Department of State within 30 10 business
270	days after filing if the document:
271	(a)  The document contains an incorrect statement; or
272	(b)  The document was defectively executed, attested,
273	sealed, verified, or acknowledged; or.
274	(c)  The electronic transmission of the document was
275	defective.
276	(2)  A document is corrected:
277	(a)  By preparing articles of correction that:
278	1.  Describe the document, (including its filing date) or
279	attach a copy of it to the articles;
280	2.  Specify the incorrect statement and the reason it is
281	incorrect or the manner in which the execution was defective;
282	and
283	3.  Correct the incorrect statement or defective execution;
284	and
285	(b)  By delivering the executed articles of correction to
286	the Department of State for filing.
287	Section 4.  Section 617.01401, Florida Statutes, is amended
288	to read:
289	617.01401  Definitions.--As used in this act, unless the
290	context otherwise requires, the term:
291	(1)  "Articles of incorporation" includes original,
292	amended, and restated articles of incorporation, articles of
293	consolidation, and articles of merger, and all amendments
294	thereto, including documents designated by the laws of this
295	state as charters, and, in the case of a foreign corporation,
296	documents equivalent to articles of incorporation in the
297	jurisdiction of incorporation.
298	(2)  "Board of directors" means the group of persons vested
299	with the management of the affairs of the corporation
300	irrespective of the name by which such group is designated,
301	including, but not limited to, managers or trustees.
302	(3)  "Bylaws" means the code or codes of rules adopted for
303	the regulation or management of the affairs of the corporation
304	irrespective of the name or names by which such rules are
305	designated.
306	(4)  "Corporation" or "domestic corporation" means a
307	corporation not for profit, subject to the provisions of this
308	act, except a foreign corporation.
309	(5)  "Corporation not for profit" means a corporation no
310	part of the income or profit of which is distributable to its
311	members, directors, or officers, except as otherwise provided.
312	(6)  "Distribution" means the payment of a dividend or any
313	part of the income or profit of a corporation to its members,
314	directors, or officers.
315	(7)(6)  "Electronic transmission" means any form of
316	communication, not directly involving the physical transmission
317	or transfer of paper, which creates a record that may be
318	retained, retrieved, and reviewed by a recipient thereof and
319	which may be directly reproduced in a comprehensible and legible
320	paper form by such recipient through an automated process.
321	Examples of electronic transmission include, but are not limited
322	to, telegrams, facsimile transmissions of images, and text that
323	is sent via electronic mail between computers.
324	(8)(7)  "Foreign corporation" means a corporation not for
325	profit organized under laws other than the laws of this state.
326	(9)(8)  "Insolvent" means the inability of a corporation to
327	pay its debts as they become due in the usual course of its
328	affairs.
329	(10)(9)  "Mail" means the United States mail, facsimile
330	transmissions, and private mail carriers handling nationwide
331	mail services.
332	(11)(10)  "Member" means one having membership rights in a
333	corporation in accordance with the provisions of its articles of
334	incorporation or bylaws or the provisions of this act.
335	(12)  "Mutual benefit corporation" means a domestic
336	corporation that is not organized primarily or exclusively for
337	religious purposes; is not recognized as exempt under s.
338	501(c)(3) of the Internal Revenue Code of 1986, as amended, or
339	of the corresponding section of a subsequently enacted federal
340	revenue act; and is not organized for a public or charitable
341	purpose that is required upon its dissolution to distribute its
342	assets to the United States, a state, a local subdivision
343	thereof, or a person that is recognized as exempt under s.
344	501(c)(3) of the Internal Revenue Code of 1986, as amended, or
345	of the corresponding section of a subsequently enacted federal
346	revenue act.
347	(13)(11)  "Person" includes individual and entity.
348	(14)  "Voting power" means the total number of votes
349	entitled to be cast for the election of directors at the time
350	the determination of voting power is made, excluding a vote that
351	is contingent upon the happening of a condition or event that
352	has not occurred at the time. If the holders of the shares of a
353	class are entitled to vote as a class to elect directors, the
354	determination of voting power of the class shall be based on the
355	percentage of the number of directors the class is entitled to
356	elect out of the total number of authorized directors.
357	Section 5.  Subsection (1) of section 617.0205, Florida
358	Statutes, is amended to read:
359	617.0205  Organizational meeting of directors.--
360	(1)  After incorporation:
361	(a)  If initial directors are named in the articles of
362	incorporation, the initial directors shall hold an
363	organizational meeting, at the call of a majority of the
364	directors, to complete the organization of the corporation by
365	appointing officers, adopting bylaws, and carrying on any other
366	business brought before the meeting;
367	(b)  If initial directors are not named in the articles of
368	incorporation, the incorporators shall hold an organizational
369	meeting at the call of a majority of the incorporators:
370	1.  To elect directors and complete the organization of the
371	corporation; or
372	2.  To elect a board of directors who shall complete the
373	organization of the corporation.
374	Section 6.  Subsections (7) and (16) of section 617.0302,
375	Florida Statutes, are amended to read:
376	617.0302  Corporate powers.--Every corporation not for
377	profit organized under this act, unless otherwise provided in
378	its articles of incorporation or bylaws, shall have power to:
379	(7)  Make contracts and guaranties, incur liabilities,
380	borrow money at such rates of interest as the corporation may
381	determine, issue its notes, bonds, and other obligations, and
382	secure any of its obligations by mortgage and pledge of all or
383	any of its property, franchises, or income.
384	(16)  Merge with other corporations or other business
385	entities as identified in s. 607.1108(1), both for profit and
386	not for profit, domestic and foreign, if the surviving
387	corporation or other surviving business entity is a corporation
388	not for profit or other business entity that has been organized
389	as a not-for-profit entity under a governing statute or other
390	applicable law that permits such a merger.
391	Section 7.  Subsection (12) is added to section 617.0503,
392	Florida Statutes, to read:
393	617.0503  Registered agent; duties; confidentiality of
394	investigation records.--
395	(12)  Any alien business organization may withdraw its
396	registered agent designation by delivering an application for
397	certificate of withdrawal to the Department of State for filing.
398	The application shall set forth:
399	(a)  The name of the alien business organization and the
400	jurisdiction under the law of which it is incorporated or
401	organized; and
402	(b)  That it is no longer required to maintain a registered
403	agent in this state.
404	Section 8.  Section 617.0505, Florida Statutes, is amended
405	to read:
406	617.0505  Distributions Payment of dividends and
407	distribution of income to members prohibited; issuance of
408	certificates of membership; effect of stock issued under prior
409	law.--
410	(1)  Except as authorized in s. 617.1302, A dividend may
411	not be paid, and any part of the income or profit of a
412	corporation may not make distributions be distributed, to its
413	members, directors, or officers. A mutual benefit corporation,
414	such as a private club that is established for social, pleasure,
415	or recreational purposes and that is organized as a corporation
416	of which the equity interests are held by the members, may,
417	subject to s. 617.1302, purchase the equity membership interest
418	of any member, and the payment for such interest is not a
419	distribution for purposes of this section. A corporation may pay
420	compensation in a reasonable amount to its members, directors,
421	or officers for services rendered, may confer benefits upon its
422	members in conformity with its purposes, and, upon dissolution
423	or final liquidation, may make distributions to its members as
424	permitted by this act. If expressly permitted by its articles of
425	incorporation, a corporation may make distributions upon partial
426	liquidation to its members, as permitted by this section. Any
427	such payment, benefit, or distribution does not constitute a
428	dividend or a distribution of income or profit for purposes of
429	this section. Any corporation that which is a utility exempt
430	from regulation under s. 367.022(7), whose articles of
431	incorporation state that it is exempt from taxation under s.
432	501(c)(12) of the Internal Revenue Code or of the corresponding
433	section of a subsequently enacted federal revenue act, may make
434	such refunds to its members, prior to a dissolution or
435	liquidation, as its managing board deems necessary to establish
436	or preserve its tax-exempt status. Any such refund does not
437	constitute a dividend or a distribution of income or profit for
438	purposes of this section.
439	(2)  Subject to subsection (1), a corporation may issue
440	certificates in any form evidencing membership in the
441	corporation.
442	(3)  Stock certificates issued under former s. 617.011(2),
443	Florida Statutes (1989), constitute membership certificates for
444	purposes of this act.
445	Section 9.  Subsections (1), (2), and (5) of section
446	617.0601, Florida Statutes, are amended to read:
447	617.0601  Members, generally.--
448	(1)(a)  A corporation may have one or more classes of
449	members or may have no members. If the corporation has one or
450	more classes of members, the designation of such class or
451	classes, the qualifications and rights of the members of each
452	class, any quorum and voting requirements for meetings and
453	activities of the members, and notice requirements sufficient to
454	provide notice of meetings and activities of the members must be
455	set forth in the articles of incorporation or in the bylaws.
456	(b)  The articles of incorporation or bylaws of any
457	corporation not for profit that maintains chapters or affiliates
458	may grant representatives of such chapters or affiliates the
459	right to vote in conjunction with the board of directors of the
460	corporation notwithstanding applicable quorum or voting
461	requirements of this act if the corporation is registered with
462	the Department of State pursuant to ss. 496.401-496.424 ss.
463	496.001-496.011, the Solicitation of Contributions Funds Act.
464	(c)  This subsection does not apply to any condominium
465	association organized under chapter 718.
466	(2)  A corporation may issue certificates of membership.
467	Stock certificates issued under former s. 617.011(2), Florida
468	Statutes (1989), constitute certificates of membership for
469	purposes of this act.
470	(5)  Membership in the corporation may be terminated in the
471	manner provided by law, by the articles of incorporation, or by
472	the bylaws, and A resignation, expulsion, or termination of
473	membership pursuant to s. 617.0606 or s. 617.0607 shall be
474	recorded in the membership book. Unless otherwise provided in
475	the articles of incorporation or the bylaws, all the rights and
476	privileges of a member cease on termination of membership.
477	Section 10.  Section 617.0605, Florida Statutes, is created
478	to read:
479	617.0605  Transfer of membership interests.--
480	(1)  A member of a corporation may not transfer a
481	membership or any right arising therefrom other than pursuant to
482	subsection (2).
483	(2)  Except as set forth in the articles of incorporation
484	or bylaws of a mutual benefit corporation, a member of a mutual
485	benefit corporation may not transfer a membership or any right
486	arising therefrom.
487	(3)  Where transfer rights have been provided for one or
488	more members of a mutual benefit corporation, a restriction on
489	such rights is not binding with respect to a member holding a
490	membership issued prior to the adoption of the restriction
491	unless the restriction is approved by the members and the
492	affected member.
493	Section 11.  Section 617.0606, Florida Statutes, is created
494	to read:
495	617.0606  Resignation of members.--
496	(1)  Except as may be provided in the articles of
497	incorporation or bylaws of a corporation, a member of a mutual
498	benefit corporation may not transfer a membership or any right
499	arising therefrom.
500	(2)  The resignation of a member does not relieve the
501	member from any obligations that the member may have to the
502	corporation as a result of obligations incurred or commitments
503	made prior to resignation.
504	Section 12.  Section 617.0607, Florida Statutes, is created
505	to read:
506	617.0607  Termination, expulsion, and suspension.--
507	(1)  A member of a corporation may not be expelled or
508	suspended, and a membership in the corporation may not be
509	terminated or suspended, except pursuant to a procedure that is
510	fair and reasonable and is carried out in good faith.
511	(2)  A procedure is fair and reasonable if:
512	(a)  The articles of incorporation or bylaws set forth a
513	procedure that provides:
514	1.  Written notice not less than 15 days before the
515	expulsion, suspension, or termination and the reasons therefore;
516	and
517	2.  An opportunity for the member to be heard, orally or in
518	writing, not less than 5 days before the effective date of the
519	expulsion, suspension, or termination by a person or persons
520	authorized to decide that the proposed expulsion, termination,
521	or suspension should not take place; and
522	(b)  All of the relevant facts and circumstances are taken
523	into consideration.
524	(3)  Any written notice given by mail must be delivered by
525	certified mail or first-class mail to the last address of the
526	member shown on the records of the corporation.
527	(4)  Any proceeding challenging an expulsion, suspension,
528	or termination, including a proceeding in which the defective
529	notice is alleged, must be commenced within 1 year after the
530	effective date of the expulsion, suspension, or termination.
531	(5)  A member who has been expelled or suspended may be
532	liable to the corporation for dues, assessments, or fees as a
533	result of obligations incurred or commitments made prior to
534	expulsion or suspension.
535	Section 13.  Section 617.0608, Florida Statutes, is created
536	to read:
537	617.0608  Purchase of memberships.--
538	(1)  A corporation may not purchase any of its memberships
539	or any right arising therefrom except as provided in s. 617.0505
540	or subsection (2).
541	(2)  Subject to s. 617.1302, a mutual benefit corporation
542	shall have the power to purchase the membership of a member who
543	resigns or whose membership is terminated for the amount and
544	pursuant to the conditions set forth in its articles of
545	incorporation or bylaws.
546	Section 14.  Subsections (3) and (4) of section 617.0701,
547	Florida Statutes, are amended to read:
548	617.0701  Meetings of members, generally; failure to hold
549	annual meeting; special meeting; consent to corporate actions
550	without meetings; waiver of notice of meetings.--
551	(3)  Special meetings of the members may be called by:
552	(a)  The president;,
553	(b)  The chair of the board of directors;,
554	(c)  The board of directors;, or such
555	(d)  Other officers or persons as are provided for in the
556	articles of incorporation or the bylaws;.
557	(e)  The holders of at least 5 percent of the voting power
558	of a corporation when one or more written demands for the
559	meeting, which describe the purpose for which the meeting is to
560	be held, are signed, dated, and delivered to a corporate
561	officer, except as provided in the articles of incorporation or
562	bylaws; or
563	(f)  A person who signs a demand for a special meeting
564	pursuant to paragraph (e) if notice for a special meeting is not
565	given within 30 days after receipt of the demand. The person
566	signing the demand may set the time and place of the meeting and
567	give notice under this subsection.
568	(4)(a)  Unless otherwise provided in the articles of
569	incorporation, action required or permitted by this act to be
570	taken at an annual or special meeting of members may be taken
571	without a meeting, without prior notice, and without a vote if
572	the action is taken by the members entitled to vote on such
573	action and having not less than the minimum number of votes
574	necessary to authorize such action at a meeting at which all
575	members entitled to vote on such action were present and voted.
576	In order to be effective, the action must be evidenced by one or
577	more written consents describing the action taken, dated and
578	signed by approving members having the requisite number of votes
579	and entitled to vote on such action, and delivered to the
580	corporation by delivery to its principal office in this state,
581	its principal place of business, the corporate secretary, or
582	another officer or agent of the corporation having custody of
583	the book in which proceedings of meetings of members are
584	recorded. Written consent shall not be effective to take the
585	corporate action referred to in the consent unless the consent
586	is signed by members having the requisite number of votes
587	necessary to authorize the action within 60 days of the date of
588	the earliest dated consent and is delivered in the manner
589	required by this section.
590	(b)  Any written consent may be revoked prior to the date
591	that the corporation receives the required number of consents to
592	authorize the proposed action. A revocation is not effective
593	unless in writing and until received by the corporation at its
594	principal office in this state or its principal place of
595	business, or received by the corporate secretary or other
596	officer or agent of the corporation having custody of the book
597	in which proceedings of meetings of members are recorded.
598	(c)  Within 10 days after obtaining such authorization by
599	written consent, notice must be given to those members who are
600	entitled to vote on the action but who have not consented in
601	writing. The notice must fairly summarize the material features
602	of the authorized action.
603	(d)  A consent signed under this section has the effect of
604	a meeting vote and may be described as such in any document.
605	(e)  If the action to which the members consent is such as
606	would have required the filing of articles or a certificate
607	under any other section of this act if such action had been
608	voted on by members at a meeting thereof, the articles or
609	certificate filed under such other section must state that
610	written consent has been given in accordance with the provisions
611	of this section.
612	(f)  Whenever action is taken pursuant to this section, the
613	written consent of the members consenting to such action or the
614	written reports of inspectors appointed to tabulate such
615	consents must be filed with the minutes of proceedings of
616	members.
617	Section 15.  Present subsections (3), (4), (5), and (6) of
618	section 617.0721, Florida Statutes, are redesignated as
619	subsections (4), (5), (6), and (7), respectively, and amended,
620	and a new subsection (3) is added to that section, to read:
621	617.0721  Voting by members.--
622	(3)  If authorized by the board of directors, and subject
623	to such guidelines and procedures as the board of directors may
624	adopt, members and proxy holders who are not physically present
625	at a meeting may, by means of remote communication:
626	(a)  Participate in the meeting.
627	(b)  Be deemed to be present in person and vote at the
628	meeting if:
629	1.  The corporation implements reasonable means to verify
630	that each person deemed present and permitted to vote by means
631	of remote communication is a member or proxy holder; and
632	2.  The corporation implements reasonable measures to
633	provide such members or proxy holders with a reasonable
634	opportunity to participate in the meeting and to vote on matters
635	submitted to the members including, without limitation, an
636	opportunity to communicate and to read or hear the proceedings
637	of the meeting substantially concurrent with such proceedings.
638
639	If any member or proxy holder votes or takes other action by
640	means of remote communication, a record of such vote or other
641	action shall be maintained by the corporation.
642	(4)(3)  If any corporation, whether for profit or not for
643	profit, is a member of a corporation organized under this act,
644	the chair of the board, president, any vice president, the
645	secretary, or the treasurer of the member corporation, and any
646	such officer or cashier or trust officer of a banking or trust
647	corporation holding such membership, and any like officer of a
648	foreign corporation whether for profit or not for profit,
649	holding membership in a domestic corporation, shall be deemed by
650	the corporation in which membership is held to have the
651	authority to vote on behalf of the member corporation and to
652	execute proxies and written waivers and consents in relation
653	thereto, unless, before a vote is taken or a waiver or consent
654	is acted upon, it is made to appear by a certified copy of the
655	bylaws or resolution of the board of directors or executive
656	committee of the member corporation that such authority does not
657	exist or is vested in some other officer or person. In the
658	absence of such certification, a person executing any such
659	proxies, waivers, or consents or presenting himself or herself
660	at a meeting as one of such officers of a corporate member shall
661	be, for the purposes of this section, conclusively deemed to be
662	duly elected, qualified, and acting as such officer and to be
663	fully authorized. In the case of conflicting representation, the
664	corporate member shall be deemed to be represented by its senior
665	officer, in the order first stated in this subsection.
666	(5)(4)  The articles of incorporation or the bylaws may
667	provide that, in all elections for directors, every member
668	entitled to vote has the right to cumulate his or her votes and
669	to give one candidate a number of votes equal to the number of
670	votes he or she could give if one director were being elected
671	multiplied by the number of directors to be elected or to
672	distribute such votes on the same principles among any number of
673	such candidates. A corporation may not have cumulative voting
674	unless such voting is expressly authorized in the articles of
675	incorporation.
676	(6)(5)  If a corporation has no members or its members do
677	not have the right to vote, the directors shall have the sole
678	voting power.
679	(7)(6)  Subsections (1), (2), (5) (4), and (6) (5) do not
680	apply to a corporation that is an association as defined in s.
681	720.301.
682	Section 16.  Section 617.0725, Florida Statutes, is amended
683	to read:
684	617.0725  Quorum.--An amendment to the articles of
685	incorporation or the bylaws which adds, that changes, or deletes
686	a greater or lesser quorum or voting requirement must meet the
687	same quorum or voting requirement and be adopted by the same
688	vote and voting groups required to take action under the quorum
689	and voting requirements then in effect or proposed to be
690	adopted, whichever is greater prescribed in the provision being
691	amended.
692	Section 17.  Section 617.07401, Florida Statutes, is
693	created to read:
694	617.07401  Members' derivative actions.--
695	(1)  A person may not commence a proceeding in the right of
696	a domestic or foreign corporation unless the person was a member
697	of the corporation when the transaction complained of occurred
698	or unless the person became a member through transfer by
699	operation of law from one who was a member at that time.
700	(2)  A complaint in a proceeding brought in the right of a
701	domestic or foreign corporation must be verified and allege,
702	with particularity, the demand made to obtain action by the
703	board of directors and that the demand was refused or ignored by
704	the board of directors for a period of at least 90 days
705	following the date of the first demand unless, prior to the
706	expiration of the 90 days, the person was notified in writing
707	that the corporation rejected the demand, or unless irreparable
708	injury to the corporation would result by waiting for the
709	expiration of the 90-day period. If the corporation commences an
710	investigation of the charges made in the demand or complaint,
711	the court may stay any proceeding until the investigation is
712	completed.
713	(3)  The court may dismiss a derivative proceeding if, on
714	motion by the corporation, the court finds that one of the
715	groups specified in paragraphs (a)-(c) has made a determination
716	in good faith after conducting a reasonable investigation upon
717	which its conclusions are based that the maintenance of the
718	derivative suit is not in the best interests of the corporation.
719	The corporation has the burden of proving the independence and
720	good faith of the group making the determination and the
721	reasonableness of the investigation. The determination shall be
722	made by:
723	(a)  A majority vote of independent directors present at a
724	meeting of the board of directors, if the independent directors
725	constitute a quorum;
726	(b)  A majority vote of a committee consisting of two or
727	more independent directors appointed by a majority vote of
728	independent directors present at a meeting of the board of
729	directors, whether or not such independent directors constitute
730	a quorum; or
731	(c)  A panel of one or more independent persons appointed
732	by the court upon motion by the corporation.
733	(4)  A proceeding commenced under this section may not be
734	discontinued or settled without the approval of the court. If
735	the court determines that a proposed discontinuance or
736	settlement will substantially affect the interest of the members
737	of the corporation, or a class, series, or voting group of
738	members, the court shall direct that notice be given to the
739	members affected. The court may determine which party or parties
740	to the proceeding shall bear the expense of giving the notice.
741	(5)  Upon termination of the proceeding, the court may
742	require the plaintiff to pay any defendant's reasonable
743	expenses, including reasonable attorney's fees, incurred in
744	defending the proceeding if it finds that the proceeding was
745	commenced without reasonable cause.
746	(6)  The court may award reasonable expenses for
747	maintaining the proceeding, including reasonable attorney's
748	fees, to a successful plaintiff or to the person commencing the
749	proceeding who receives any relief, whether by judgment,
750	compromise, or settlement, and may require that the person
751	account for the remainder of any proceeds to the corporation;
752	however, this subsection does not apply to any relief rendered
753	for the benefit of injured members only and limited to a
754	recovery of the loss or damage of the injured members.
755	Section 18.  Section 617.0801, Florida Statutes, is amended
756	to read:
757	617.0801  Requirement for and Duties of board of
758	directors.--All corporate powers must be exercised by or under
759	the authority of, and the affairs of the corporation managed
760	under the direction of, its board of directors, subject to any
761	limitation set forth in the articles of incorporation.
762	Section 19.  Section 617.0806, Florida Statutes, is amended
763	to read:
764	617.0806  Staggered terms for directors.--The articles of
765	incorporation or bylaws may provide that directors may be
766	divided into classes and the terms of office of the several
767	classes need not be uniform. Each director shall hold office for
768	the term to which he or she is elected or appointed and until
769	his or her successor has been elected or appointed and qualified
770	or until his or her earlier resignation, removal from office, or
771	death.
772	Section 20.  Section 617.0808, Florida Statutes, is amended
773	to read:
774	617.0808  Removal of directors.--
775	(1)  Subject to subsection (2), a director may be removed
776	from office pursuant to procedures provided in the articles of
777	incorporation or the bylaws, which shall provide the following,
778	and if they do not do so, shall be deemed to include the
779	following:
780	(a)(1)  Any member of the board of directors may be removed
781	from office with or without cause by:
782	1.  A majority of all votes of the directors, if the
783	director was elected or appointed by the directors; or
784	2.  A majority of all votes of the members, if the director
785	was elected or appointed by the members.
786	(b)  If a director is elected by a class, chapter, or other
787	organizational unit, or by region or other geographic grouping,
788	the director may be removed only by the members of that class,
789	chapter, unit, or grouping. However:
790	1.  A director may be removed only if the number of votes
791	cast to remove the director would be sufficient to elect the
792	director at a meeting to elect directors, except as provided in
793	subparagraphs 2. and 3.
794	2.  If cumulative voting is authorized, a director may not
795	be removed if the number of votes sufficient to elect the
796	director under cumulative voting is voted against the removal of
797	the director.
798	3.  If at the beginning of the term of a director the
799	articles of incorporation or bylaws provide that the director
800	may be removed for missing a specified number of board meetings,
801	the board may remove the director for failing to attend the
802	specified number of meetings. The director may be removed only
803	if a majority of the directors then in office vote for the
804	removal the vote or agreement in writing by a majority of all
805	votes of the membership.
806	(c)(2)  The notice of a meeting of the members to recall a
807	member or members of the board of directors shall state the
808	specific directors sought to be removed.
809	(d)(3)  A proposed removal of a director at a meeting shall
810	require a separate vote for each director whose removal is board
811	member sought to be removed. Where removal is sought by written
812	consent agreement, a separate consent agreement is required for
813	each director board member to be removed.
814	(e)(4)  If removal is effected at a meeting, any vacancies
815	created thereby shall be filled by the members or directors
816	eligible to vote for the removal at the same meeting.
817	(f)(5)  Any director who is removed from the board is shall
818	not be eligible to stand for reelection until the next annual
819	meeting of the members.
820	(g)(6)  Any director removed from office shall turn over to
821	the board of directors within 72 hours any and all records of
822	the corporation in his or her possession.
823	(h)(7)  If a director who is removed does shall not
824	relinquish his or her office or turn over records as required
825	under this section, the circuit court in the county where the
826	corporation's principal office is located may summarily order
827	the director to relinquish his or her office and turn over
828	corporate records upon application of any member.
829	(i)  A director elected or appointed by the board may be
830	removed without cause by a vote of two-thirds of the directors
831	then in office or such greater number as is set forth in the
832	articles of incorporation or bylaws.
833	(2)  A director of a corporation described in s. 501(c) of
834	the Internal Revenue Code of 1986, as amended, may be removed
835	from office pursuant to procedures provided in the articles of
836	incorporation or the bylaws, and the corporation may provide in
837	the articles of incorporation or the bylaws that it is subject
838	to the provisions of subsection (1).
839	Section 21.  Section 617.0809, Florida Statutes, is amended
840	to read:
841	617.0809  Vacancy on board.--
842	(1)  Except as provided in s. 617.0808(1)(f), any vacancy
843	occurring on the board of directors may be filled by the
844	affirmative vote of the majority of the remaining directors,
845	even though the remaining directors constitute less than a
846	quorum, or by the sole remaining director, as the case may be,
847	or, if the vacancy is not so filled or if no director remains,
848	by the members or, on the application of any person, by the
849	circuit court of the county where the registered office of the
850	corporation is located.
851	(2)  Whenever a vacancy occurs with respect to a director
852	elected by a class, chapter, unit, or group, the vacancy may be
853	filled only by members of that class, chapter, unit, or group,
854	or by a majority of the directors then in office elected by such
855	class, chapter, unit, or group.
856	(3)(2)  The term of a director elected or appointed to fill
857	a vacancy expires at the next annual meeting at which directors
858	are elected shall be elected or appointed for the unexpired term
859	of his or her predecessor in office. Any directorship to be
860	filled by reason of an increase in the number of directors may
861	be filled by the board of directors, but only for a term of
862	office continuing until the next election of directors by the
863	members or, if the corporation has no members or no members
864	having the right to vote thereon, for such term of office as is
865	provided in the articles of incorporation or the bylaws.
866	(4)(3)  A vacancy that will occur at a specific later date,
867	by reason of a resignation effective at a later date under s.
868	617.0807 or otherwise, may be filled before the vacancy occurs.
869	However, the new director may not take office until the vacancy
870	occurs.
871	Section 22.  Present subsection (4) of section 617.0830,
872	Florida Statutes, is redesignated as subsection (5), and a new
873	subsection (4) is added to that section, to read:
874	617.0830  General standards for directors.--
875	(4)  In discharging his or her duties, a director may
876	consider such factors as the director deems relevant, including
877	the interests of the corporation and its members and such other
878	factors as may be necessary or relevant to exercise the
879	director's reasonable business judgment.
880	Section 23.  Subsection (2) of section 617.0832, Florida
881	Statutes, is amended, and subsection (3) is added to that
882	section, to read:
883	617.0832  Director conflicts of interest.--
884	(2)  For purposes of paragraph (1)(a) only, a
885	conflict-of-interest transaction is authorized, approved, or
886	ratified if it receives the affirmative vote of a majority of
887	the directors on the board of directors, or on the committee,
888	who have no relationship or interest in the transaction
889	described in subsection (1), but a transaction may not be
890	authorized, approved, or ratified under this section by a single
891	director. If a majority of the directors who have no such
892	relationship or interest in the transaction vote to authorize,
893	approve, or ratify the transaction, a quorum is present for the
894	purpose of taking action under this section. The presence of, or
895	a vote cast by, a director having such relationship or interest
896	in the transaction does not affect the validity of any action
897	taken under paragraph (1)(a) if the transaction is otherwise
898	authorized, approved, or ratified as provided in that
899	subsection, but such presence or vote of such a director may be
900	counted for purposes of determining whether the transaction is
901	approved under other sections of this act.
902	(3)  For purposes of paragraph (1)(b), a conflict-of-
903	interest transaction is authorized, approved, or ratified if it
904	receives the vote of a majority in interest of the members
905	entitled to vote under this subsection. A director who has a
906	relationship or interest in the transaction described in
907	subsection (1) may not vote to determine whether to authorize,
908	approve, or ratify a conflict-of-interest transaction under
909	paragraph (1)(b). However, the vote of that director is counted
910	in determining whether the transaction is approved under other
911	sections of this act. A majority in interest of the members
912	entitled to vote on the transaction under this subsection
913	constitutes a quorum for the purpose of taking action under this
914	section. Common or interested directors may be counted in
915	determining the presence of a quorum at a meeting of the board
916	of directors or a committee thereof which authorizes, approves,
917	or ratifies such contract or transaction.
918	Section 24.  Section 617.0833, Florida Statutes, is amended
919	to read:
920	617.0833  Loans to directors or officers.--Loans, other
921	than through the purchase of bonds, debentures, or similar
922	obligations of the type customarily sold in public offerings, or
923	through ordinary deposit of funds in a bank, may not be made by
924	a corporation to its directors or officers, or to any other
925	corporation, firm, association, or other entity in which one or
926	more of its directors or officers is a director or officer or
927	holds a substantial financial interest, except a loan by one
928	corporation which is exempt from federal income taxation under
929	s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
930	or of the corresponding section of a subsequently enacted
931	federal revenue act, to another corporation which is exempt from
932	federal income taxation under s. 501(c)(3) of the Internal
933	Revenue Code of 1986, as amended, or of the corresponding
934	section of a subsequently enacted federal revenue act. A loan
935	made in violation of this section is a violation of the duty to
936	the corporation of the directors or officers authorizing it or
937	participating in it, but the obligation of the borrower with
938	respect to the loan is shall not be affected thereby.
939	Section 25.  Subsection (1) of section 617.0834, Florida
940	Statutes, is amended to read:
941	617.0834  Officers and directors of certain corporations
942	and associations not for profit; immunity from civil
943	liability.--
944	(1)  An officer or director of a nonprofit organization
945	recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
946	the Internal Revenue Code of 1986, as amended, or of the
947	corresponding section of a subsequently enacted federal revenue
948	act, or of an agricultural or a horticultural organization
949	recognized under s. 501(c)(5), of the Internal Revenue Code of
950	1986, as amended, or of the corresponding section of a
951	subsequently enacted federal revenue act, is not personally
952	liable for monetary damages to any person for any statement,
953	vote, decision, or failure to take an action, regarding
954	organizational management or policy by an officer or director,
955	unless:
956	(a)  The officer or director breached or failed to perform
957	his or her duties as an officer or director; and
958	(b)  The officer's or director's breach of, or failure to
959	perform, his or her duties constitutes:
960	1.  A violation of the criminal law, unless the officer or
961	director had reasonable cause to believe his or her conduct was
962	lawful or had no reasonable cause to believe his or her conduct
963	was unlawful. A judgment or other final adjudication against an
964	officer or director in any criminal proceeding for violation of
965	the criminal law estops that officer or director from contesting
966	the fact that his or her breach, or failure to perform,
967	constitutes a violation of the criminal law, but does not estop
968	the officer or director from establishing that he or she had
969	reasonable cause to believe that his or her conduct was lawful
970	or had no reasonable cause to believe that his or her conduct
971	was unlawful;
972	2.  A transaction from which the officer or director
973	derived an improper personal benefit, either directly or
974	indirectly; or
975	3.  Recklessness or an act or omission which was committed
976	in bad faith or with malicious purpose or in a manner exhibiting
977	wanton and willful disregard of human rights, safety, or
978	property.
979	Section 26.  Subsections (2) and (3) of section 617.1007,
980	Florida Statutes, are amended to read:
981	617.1007  Restated articles of incorporation.--
982	(2)  The restatement may include one or more amendments to
983	the articles of incorporation. If the restatement includes an
984	amendment requiring member approval, it must be adopted as
985	provided in s. 617.1002.
986	(3)  A corporation restating its articles of incorporation
987	shall deliver to the Department of State for filing articles of
988	restatement, executed in accordance with the provisions of s.
989	617.01201, setting forth the name of the corporation and the
990	text of the restated articles of incorporation together with a
991	certificate setting forth:
992	(a)  Whether the restatement contains an amendment to the
993	articles of incorporation requiring member approval and, if it
994	does not, that the board of directors adopted the restatement;
995	or
996	(b)  If the restatement contains an amendment to the
997	articles of incorporation requiring member approval, the
998	information required by s. 617.1006.
999	Section 27.  Subsection (2) of section 617.1101, Florida
1000	Statutes, is amended, and subsection (3) is added to that
1001	section, to read:
1002	617.1101  Plan of merger.--
1003	(2)  Each corporation must adopt a plan of merger setting
1004	forth:
1005	(a)  The names of the corporations proposing to merge and
1006	the name of the surviving corporation into which each other
1007	corporation plans to merge, which is hereinafter designated as
1008	the surviving corporation;
1009	(b)  The terms and conditions of the proposed merger;
1010	(c)  A statement of any changes in the articles of
1011	incorporation of the surviving corporation to be effected by
1012	such merger; and
1013	(d)  The manner and basis, if any, of converting the
1014	memberships of each merging corporation into memberships,
1015	obligations, or securities of the surviving corporation or any
1016	other corporation or, in whole or in part, into cash or other
1017	property. Such other provisions with respect to the proposed
1018	merger as are deemed necessary or desirable.
1019	(3)  The plan of merger may set forth:
1020	(a)  Amendments to, or a restatement of, the articles of
1021	incorporation of the surviving corporation;
1022	(b)  The effective date of the merger, which may be on or
1023	after the date of filing the articles of incorporation or
1024	merger; or
1025	(c)  Other provisions relating to the merger.
1026	Section 28.  Section 617.1102, Florida Statutes, is created
1027	to read:
1028	617.1102  Limitation on merger.--A corporation not for
1029	profit organized under this act may merge only with one or more
1030	other business entities, as identified in s. 607.1108(1), if the
1031	surviving entity of such merger is a corporation not for profit
1032	or other business entity that has been organized as a not-for-
1033	profit entity under a governing statute or other applicable law
1034	that permits such a merger.
1035	Section 29.  Section 617.1301, Florida Statutes, is created
1036	to read:
1037	617.1301  Prohibited distributions.--Except as authorized
1038	by ss. 617.0505 and 617.1302, a corporation may not make any
1039	distributions to its members.
1040	Section 30.  Section 617.1302, Florida Statutes, is created
1041	to read:
1042	617.1302  Authorized distributions.--
1043	(1)  A mutual benefit corporation may purchase its
1044	memberships pursuant to s. 617.0608 only if, after the purchase
1045	is completed:
1046	(a)  The mutual benefit corporation would be able to pay
1047	its debts as they become due in the usual course of its
1048	activities; and
1049	(b)  The total assets of the mutual benefit corporation
1050	would at least equal the sum of its total liabilities.
1051	(2)  A corporation may make distributions upon dissolution
1052	in conformity with the dissolution provisions of this act.
1053	Section 31.  Subsection (4) of section 617.1405, Florida
1054	Statutes, is amended to read:
1055	617.1405  Effect of dissolution.--
1056	(4)  The name of a dissolved corporation is shall not be
1057	available for assumption or use by another corporation until
1058	after 120 days after the effective date of dissolution unless
1059	the dissolved corporation provides the Department of State with
1060	an affidavit, executed pursuant to s. 617.01201, permitting the
1061	immediate assumption or use of the name by another corporation.
1062	Section 32.  Section 617.1407, Florida Statutes, is created
1063	to read:
1064	617.1407  Unknown claims against dissolved corporation.--A
1065	dissolved corporation or successor entity, as defined in s.
1066	617.1408(15), may choose to execute one of the following
1067	procedures to resolve payment of unknown claims.
1068	(1)  A dissolved corporation or successor entity may file
1069	notice of its dissolution with the department on the form
1070	prescribed by the department and request that persons having
1071	claims against the corporation which are not known to the
1072	corporation or successor entity present them in accordance with
1073	the notice. The notice must:
1074	(a)  State the name of the corporation and the date of
1075	dissolution;
1076	(b)  Describe the information that must be included in a
1077	claim and provide a mailing address to which the claim may be
1078	sent; and
1079	(c)  State that a claim against the corporation under this
1080	subsection will be barred unless a proceeding to enforce the
1081	claim is commenced within 4 years after the filing of the
1082	notice.
1083	(2)  A dissolved corporation or successor entity may,
1084	within 10 days after filing articles of dissolution with the
1085	department, publish a "Notice of Corporate Dissolution." The
1086	notice must appear once a week for 2 consecutive weeks in a
1087	newspaper of general circulation in a county in the state in
1088	which the corporation has its principal office, if any, or, if
1089	none, in a county in the state in which the corporation owns
1090	real or personal property. Such newspaper shall meet the
1091	requirements as are prescribed by law for such purposes. The
1092	notice must:
1093	(a)  State the name of the corporation and the date of
1094	dissolution;
1095	(b)  Describe the information that must be included in a
1096	claim and provide a mailing address to which the claim may be
1097	sent; and
1098	(c)  State that a claim against the corporation under this
1099	subsection will be barred unless a proceeding to enforce the
1100	claim is commenced within 4 years after the date of the second
1101	consecutive weekly publication of the notice authorized by this
1102	section.
1103	(3)  If the dissolved corporation or successor entity
1104	complies with subsection (1) or subsection (2), the claim of
1105	each of the following claimants is barred unless the claimant
1106	commences a proceeding to enforce the claim against the
1107	dissolved corporation within 4 years after the date of filing
1108	the notice with the department or the date of the second
1109	consecutive weekly publication, as applicable:
1110	(a)  A claimant who did not receive written notice under s.
1111	617.1408(9), or whose claim is not provided for under s.
1112	617.1408(10), whether such claim is based on an event occurring
1113	before or after the effective date of dissolution.
1114	(b)  A claimant whose claim was timely sent to the
1115	dissolved corporation but on which no action was taken.
1116	(4)  A claim may be entered under this section:
1117	(a)  Against the dissolved corporation, to the extent of
1118	its undistributed assets; or
1119	(b)  If the assets have been distributed in liquidation,
1120	against a member of the dissolved corporation to the extent of
1121	such member's pro rata share of the claim or the corporate
1122	assets distributed to such member in liquidation, whichever is
1123	less; however, the aggregate liability of any member of a
1124	dissolved corporation arising under this section, or otherwise,
1125	may not exceed the amount distributed to the member in
1126	dissolution.
1127	Section 33.  Section 617.1408, Florida Statutes, is created
1128	to read:
1129	617.1408  Known claims against dissolved corporation.--
1130	(1)  A dissolved corporation or successor entity, as
1131	defined in subsection (15), may dispose of the known claims
1132	against it by following the procedures described in subsections
1133	(2), (3), and (4).
1134	(2)  The dissolved corporation or successor entity shall
1135	deliver to each of its known claimants written notice of the
1136	dissolution at any time after its effective date. The written
1137	notice must:
1138	(a)  Provide a reasonable description of the claim that the
1139	claimant may be entitled to assert;
1140	(b)  State whether the claim is admitted or not admitted,
1141	in whole or in part, and, if admitted:
1142	1.  The amount that is admitted, which may be as of a given
1143	date; and
1144	2.  Any interest obligation if fixed by an instrument of
1145	indebtedness;
1146	(c)  Provide a mailing address where a claim may be sent;
1147	(d)  State the deadline, which may not be less than 120
1148	days after the effective date of the written notice, by which
1149	confirmation of the claim must be delivered to the dissolved
1150	corporation or successor entity; and
1151	(e)  State that the corporation or successor entity may
1152	make distributions thereafter to other claimants and the members
1153	of the corporation or persons interested as having been such
1154	without further notice.
1155	(3)  A dissolved corporation or successor entity may
1156	reject, in whole or in part, any claim made by a claimant
1157	pursuant to this subsection by mailing notice of such rejection
1158	to the claimant within 90 days after receipt of such claim and,
1159	in all events, at least 150 days before expiration of 3 years
1160	following the effective date of dissolution. A notice sent by
1161	the dissolved corporation or successor entity pursuant to this
1162	subsection must be accompanied by a copy of this section.
1163	(4)  A dissolved corporation or successor entity electing
1164	to follow the procedures described in subsections (2) and (3)
1165	must also give notice of the dissolution of the corporation to
1166	persons having known claims that are contingent upon the
1167	occurrence or nonoccurrence of future events, or are otherwise
1168	conditional or unmatured, and request that such persons present
1169	such claims in accordance with the terms of such notice. Such
1170	notice must be in substantially the form, and sent in the same
1171	manner, as described in subsection (2).
1172	(5)  A dissolved corporation or successor entity shall
1173	offer any claimant whose known claim is contingent, conditional,
1174	or unmatured such security as the corporation or such entity
1175	determines is sufficient to provide compensation to the claimant
1176	if the claim matures. The dissolved corporation or successor
1177	entity shall deliver such offer to the claimant within 90 days
1178	after receipt of such claim and, in all events, at least 150
1179	days before expiration of 3 years following the effective date
1180	of dissolution. If the claimant offered such security does not
1181	deliver in writing to the dissolved corporation or successor
1182	entity a notice rejecting the offer within 120 days after
1183	receipt of such offer for security, the claimant is deemed to
1184	have accepted such security as the sole source from which to
1185	satisfy his or her claim against the corporation.
1186	(6)  A dissolved corporation or successor entity that has
1187	given notice in accordance with subsections (2) and (4) shall
1188	petition the circuit court in the county where the corporation's
1189	principal office is located or was located at the effective date
1190	of dissolution to determine the amount and form of security
1191	which will be sufficient to provide compensation to any claimant
1192	who has rejected the offer for security made pursuant to
1193	subsection (5).
1194	(7)  A dissolved corporation or successor entity that has
1195	given notice in accordance with subsection (2) shall petition
1196	the circuit court in the county where the corporation's
1197	principal office is located or was located at the effective date
1198	of dissolution to determine the amount and form of security
1199	which will be sufficient to provide compensation to claimants
1200	whose claims are known to the corporation or successor entity
1201	but whose identities are unknown. The court shall appoint a
1202	guardian ad litem to represent all claimants whose identities
1203	are unknown in any proceeding brought under this subsection. The
1204	reasonable fees and expenses of such guardian, including all
1205	reasonable expert witness fees, shall be paid by the petitioner
1206	in such proceeding.
1207	(8)  The giving of any notice or making of any offer
1208	pursuant to the provisions of this section does not revive any
1209	claim then barred, does not constitute acknowledgment by the
1210	dissolved corporation or successor entity that any person to
1211	whom such notice is sent is a proper claimant, and does not
1212	operate as a waiver of any defense or counterclaim in respect of
1213	any claim asserted by any person to whom such notice is sent.
1214	(9)  A dissolved corporation or successor entity that has
1215	followed the procedures described in subsections (2)-(7) shall:
1216	(a)  Pay the claims admitted or made and not rejected in
1217	accordance with subsection (3);
1218	(b)  Post the security offered and not rejected pursuant to
1219	subsection (5);
1220	(c)  Post any security ordered by the circuit court in any
1221	proceeding under subsections (6) and (7); and
1222	(d)  Pay or make provision for all other known obligations
1223	of the corporation or the successor entity. Such claims or
1224	obligations shall be paid in full, and any such provision for
1225	payments shall be made in full if there are sufficient funds. If
1226	there are insufficient funds, such claims and obligations shall
1227	be paid or provided for according to their priority and, among
1228	claims of equal priority, ratably to the extent of funds legally
1229	available for payment thereof. Any remaining funds shall be
1230	distributed to the members of the dissolved corporation;
1231	however, such distribution may not be made before the expiration
1232	of 150 days following the date of the last notice of rejections
1233	given pursuant to subsection (3). In the absence of actual
1234	fraud, the judgment of the directors of the dissolved
1235	corporation or the governing persons of the successor entity as
1236	to the provisions made for the payment of all obligations under
1237	this paragraph is conclusive.
1238	(10)  A dissolved corporation or successor entity that has
1239	not followed the procedures described in subsections (2) and (3)
1240	shall pay or make reasonable provision to pay all known claims
1241	and obligations, including all contingent, conditional, or
1242	unmatured claims known to the corporation or the successor
1243	entity and all claims that are known to the dissolved
1244	corporation or the successor entity but for which the identity
1245	of the claimant is unknown. Such claims shall be paid in full,
1246	and any such provision for payment made shall be made in full if
1247	there are sufficient funds. If there are insufficient funds,
1248	such claims and obligations shall be paid or provided for
1249	according to their priority and, among claims of equal priority,
1250	ratably to the extent of funds legally available for payment
1251	thereof. Any remaining funds shall be distributed to the members
1252	of the dissolved corporation.
1253	(11)  Directors of a dissolved corporation or governing
1254	persons of a successor entity that has complied with subsection
1255	(9) or subsection (10) are not personally liable to the
1256	claimants of the dissolved corporation.
1257	(12)  A member of a dissolved corporation the assets of
1258	which were distributed pursuant to subsection (9) or subsection
1259	(10) is not liable for any claim against the corporation in an
1260	amount in excess of such member's pro rata share of the claim or
1261	the amount distributed to the member, whichever is less.
1262	(13)  A member of a dissolved corporation, the assets of
1263	which were distributed pursuant to subsection (9), is not liable
1264	for any claim against the corporation which claim is known to
1265	the corporation or successor entity and on which a proceeding is
1266	not begun prior to the expiration of 3 years following the
1267	effective date of dissolution.
1268	(14)  The aggregate liability of any member of a dissolved
1269	corporation for claims against the dissolved corporation arising
1270	under this section, or otherwise, may not exceed the amount
1271	distributed to the member in dissolution.
1272	(15)  As used in this section and s. 617.1407, the term
1273	"successor entity" includes any trust, receivership, or other
1274	legal entity that is governed by the laws of this state to which
1275	the remaining assets and liabilities of a dissolved corporation
1276	are transferred and that exists solely for the purposes of
1277	prosecuting and defending suits by or against the dissolved
1278	corporation and enabling the dissolved corporation to settle and
1279	close the business of the dissolved corporation, to dispose of
1280	and convey the property of the dissolved corporation, to
1281	discharge the liabilities of the dissolved corporation, and to
1282	distribute to the dissolved corporation's members any remaining
1283	assets, but not for the purpose of continuing the business for
1284	which the dissolved corporation was organized.
1285	Section 34.  Subsection (6) of section 617.1421, Florida
1286	Statutes, is repealed.
1287	Section 35.  Section 617.1422, Florida Statutes, is amended
1288	to read:
1289	617.1422  Reinstatement following administrative
1290	dissolution.--
1291	(1)(a)  A corporation administratively dissolved under s.
1292	617.1421 may apply to the Department of State for reinstatement
1293	at any time after the effective date of dissolution. The
1294	corporation must submit a reinstatement form prescribed and
1295	furnished by the Department of State or a current uniform
1296	business report signed by a registered agent and an officer or
1297	director and submit application must:
1298	1.  Recite the name of the corporation and the effective
1299	date of its administrative dissolution;
1300	2.  State that the ground or grounds for dissolution either
1301	did not exist or have been eliminated and that no further
1302	grounds currently exist for dissolution;
1303	3.  State that the corporation's name satisfies the
1304	requirements of s. 617.0401; and
1305	4.  State that all fees owed by the corporation and
1306	computed at the rate provided by law at the time the corporation
1307	applies for reinstatement. have been paid; or
1308	(b)  Submit a current annual report, signed by the
1309	registered agent and an officer or director, which substantially
1310	complies with the requirements of paragraph (a).
1311	(2)  If the department of State determines that the
1312	application contains the information required by subsection (1)
1313	and that the information is correct, it shall file the document,
1314	cancel the certificate of dissolution, and reinstate the
1315	corporation effective on the date which the reinstatement
1316	document is filed.
1317	(3)  When the reinstatement is effective, it relates back
1318	to and takes effect as of the effective date of the
1319	administrative dissolution and the corporation resumes carrying
1320	on its business affairs as if the administrative dissolution had
1321	never occurred.
1322	(4)  The name of the dissolved corporation is not available
1323	for assumption or use by another corporation until 1 year after
1324	the effective date of dissolution unless the dissolved
1325	corporation provides the department with an affidavit executed
1326	as required by s. 617.01201 permitting the immediate assumption
1327	or use of the name by another corporation.
1328	(5)(4)  If the name of the dissolved corporation has been
1329	lawfully assumed in this state by another corporation, the
1330	department of State shall require the dissolved corporation to
1331	amend its articles of incorporation to change its name before
1332	accepting its application for reinstatement.
1333	Section 36.  Subsection (2) of section 617.1430, Florida
1334	Statutes, is amended to read:
1335	617.1430  Grounds for judicial dissolution.--A circuit
1336	court may dissolve a corporation:
1337	(2)  Except as provided in the articles of incorporation or
1338	bylaws of a corporation, in a proceeding by at least 50 members
1339	or members holding at least 10 percent of the voting power of
1340	any corporation, whichever is less, or by a director or any
1341	person authorized in the articles of incorporation, In a
1342	proceeding by a member if it is established that:
1343	(a)  The directors are deadlocked in the management of the
1344	corporate affairs, the members are unable to break the deadlock,
1345	and irreparable injury to the corporation is threatened or being
1346	suffered;
1347	(b)  The members are deadlocked in voting power and have
1348	failed to elect successors to directors whose terms have expired
1349	or would have expired upon qualification of their successors; or
1350	(c)  The corporate assets are being misapplied or wasted.
1351	Section 37.  Subsection (2) of section 617.1503, Florida
1352	Statutes, is amended to read:
1353	617.1503  Application for certificate of authority.--
1354	(2)  The foreign corporation shall deliver with the
1355	completed application a certificate of existence, (or a document
1356	of similar import,) duly authenticated, not more than 90 days
1357	prior to delivery of the application to the Department of State,
1358	by the Secretary of State or other official having custody of
1359	corporate records in the jurisdiction under the law of which it
1360	is incorporated. A translation of the certificate, under oath of
1361	the translator, must be attached to a certificate that which is
1362	in a language other than the English language.
1363	Section 38.  Subsection (2) of section 617.1504, Florida
1364	Statutes, is amended to read:
1365	617.1504  Amended certificate of authority.--
1366	(2)  Such application shall be made within 90 30 days after
1367	the occurrence of any change mentioned in subsection (1), shall
1368	be made on forms prescribed by the Department of State, shall be
1369	executed and filed in the same manner as an original application
1370	for authority, and shall set forth:
1371	(a)  The name of the foreign corporation as it appears on
1372	the records of the Department of State;
1373	(b)  The jurisdiction of its incorporation;
1374	(c)  The date it was authorized to conduct its affairs in
1375	this state;
1376	(d)  If the name of the foreign corporation has been
1377	changed, the name relinquished, the new name, a statement that
1378	the change of name has been effected under the laws of the
1379	jurisdiction of its incorporation, and the date the change was
1380	effected;
1381	(e)  If the period of duration has been changed, a
1382	statement of such change and the date the change was effected;
1383	(f)  If the jurisdiction of incorporation has been changed,
1384	a statement of such change and the date the change was effected;
1385	and
1386	(g)  If the purpose or purposes that which the corporation
1387	intends to pursue in this state have been changed, a statement
1388	of such new purpose or purposes, and a further statement that
1389	the corporation is authorized to pursue such purpose or purposes
1390	in the jurisdiction of its incorporation.
1391	Section 39.  Section 617.1506, Florida Statutes, is amended
1392	to read:
1393	617.1506  Corporate name of foreign corporation.--
1394	(1)  A foreign corporation is not entitled to file an
1395	application for a certificate of authority unless the corporate
1396	name of such corporation satisfies the requirements of s.
1397	617.0401. To obtain or maintain a certificate of authority to
1398	transact business in this state, the foreign corporation:
1399	(a)  May add the word "corporation" or "incorporated" or
1400	the abbreviation "corp." or "inc." or words of like import, as
1401	will clearly indicate that it is a corporation instead of a
1402	natural person or partnership or other business entity; however,
1403	to its corporate name for use in this state, provided, the name
1404	of a foreign corporation may not contain the word "company" or
1405	the abbreviation "co."; or
1406	(b)  May use an alternate name to transact business in this
1407	state if its real name is unavailable. Any such alternate
1408	corporate name adopted for use in this state shall be cross-
1409	referenced to the real corporate name in the records of the
1410	Division of Corporations. If the real corporate name of the
1411	corporation becomes available in this state or if the
1412	corporation chooses to change its alternate name, and it
1413	delivers to the Department of State, for filing, a copy of the
1414	resolution of its board of directors, changing or withdrawing
1415	the alternate name, executed as required by s. 617.01201, must
1416	be delivered for filing adopting an alternate name.
1417	(2)  The corporate name, including the alternate name, of a
1418	foreign corporation must be distinguishable, within the records
1419	of the Division of Corporations, from:
1420	(a)  Any corporate name of a corporation for profit
1421	incorporated or authorized to transact business in this state.
1422	(b)(a)  The alternate name of another foreign corporation
1423	authorized to transact business in this state.
1424	(c)(b)  The corporate name of a not-for-profit corporation
1425	incorporated or authorized to transact business in this state.
1426	(d)(c)  The names of all other entities or filings, except
1427	fictitious name registrations pursuant to s. 865.09, organized,
1428	or registered under the laws of this state, that are on file
1429	with the Division of Corporations.
1430	(3)  If a foreign corporation authorized to transact
1431	business in this state changes its corporate name to one that
1432	does not satisfy the requirements of s. 607.0401, such
1433	corporation may not transact business in this state under the
1434	changed name until the corporation adopts a name satisfying the
1435	requirements of s. 607.0401.
1436	(4)  The corporate name must be distinguishable from the
1437	names of all other entities or filings, organized, registered,
1438	or reserved under the laws of the state that are on file with
1439	the Division of Corporations, except fictitious name
1440	registrations pursuant to s. 865.09.
1441	Section 40.  Subsection (6) of section 617.1530, Florida
1442	Statutes, is amended to read:
1443	617.1530  Grounds for revocation of authority to conduct
1444	affairs.--The Department of State may commence a proceeding
1445	under s. 617.1531 to revoke the certificate of authority of a
1446	foreign corporation authorized to conduct its affairs in this
1447	state if:
1448	(6)  The Department of State receives a duly authenticated
1449	certificate from the Secretary secretary of State state or other
1450	official having custody of corporate records in the jurisdiction
1451	under the law of which the foreign corporation is incorporated
1452	stating that it has been dissolved or disappeared as the result
1453	of a merger.
1454	Section 41.  Paragraph (a) of subsection (5) of section
1455	617.1601, Florida Statutes, is amended to read:
1456	617.1601  Corporate records.--
1457	(5)  A corporation shall keep a copy of the following
1458	records:
1459	(a)  Its articles of incorporation or restated articles of
1460	incorporation and all amendments to them currently in effect.
1461	Section 42.  Subsections (1), (2), and (4) of section
1462	617.1602, Florida Statutes, are amended to read:
1463	617.1602  Inspection of records by members.--
1464	(1)  A member of a corporation is entitled to inspect and
1465	copy, during regular business hours at the corporation's
1466	principal office or at a reasonable location specified by the
1467	corporation, any of the records of the corporation described in
1468	s. 617.1601(5), if the member gives the corporation written
1469	notice of his or her demand at least 10 5 business days before
1470	the date on which he or she wishes to inspect and copy.
1471	(2)  A member of a corporation is entitled to inspect and
1472	copy, during regular business hours at a reasonable location
1473	specified by the corporation, any of the following records of
1474	the corporation if the member meets the requirements of
1475	subsection (3) and gives the corporation written notice of his
1476	or her demand at least 10 5 business days before the date on
1477	which he or she wishes to inspect and copy:
1478	(a)  Excerpts from minutes of any meeting of the board of
1479	directors, records of any action of a committee of the board of
1480	directors while acting in place of the board of directors on
1481	behalf of the corporation, minutes of any meeting of the
1482	members, and records of action taken by the members or board of
1483	directors without a meeting, to the extent not subject to
1484	inspection under subsection (1).
1485	(b)  Accounting records of the corporation.
1486	(c)  The record of members.
1487	(d)  Any other books and records.
1488	(4)  This section does not affect:
1489	(a)  The right of a member to inspect and copy records
1490	under s. 617.0730(6), or, if the member is in litigation with
1491	the corporation to inspect and copy records, to the same extent
1492	as any other litigant.
1493	(b)  The power of a court, independently of this act, to
1494	compel the production of corporate records for examination.
1495	Section 43.  Section 617.1605, Florida Statutes, is amended
1496	to read:
1497	617.1605  Financial reports for members.--A corporation,
1498	upon written demand from a member, shall furnish that member its
1499	latest annual financial statements, which may be consolidated or
1500	combined statements of the corporation and one or more of its
1501	subsidiaries or affiliates, as appropriate, and which include a
1502	balance sheet as of the end of the fiscal year and a statement
1503	of operations for that year. If financial statements are
1504	prepared for the corporation on the basis of generally accepted
1505	accounting principles, the annual financial statements must also
1506	be prepared on such basis. Within 60 days following the end of
1507	the fiscal or calendar year or annually on such date as is
1508	otherwise provided in the bylaws of the corporation, the board
1509	of directors of the corporation shall mail or furnish by
1510	personal delivery to each member a complete financial report of
1511	actual receipts and expenditures for the previous 12 months. The
1512	report shall show the amounts of receipts by accounts and
1513	receipt classifications and shall show the amounts of expenses
1514	by accounts and expense classifications.
1515	Section 44.  Section 617.1703, Florida Statutes, is created
1516	to read:
1517	617.1703  Application to condominiums, homeowners'
1518	associations, cooperatives, and mobile home park lot
1519	tenancies.--In the event of any conflict between the provisions
1520	of this act and the provisions of chapter 718 regarding
1521	condominiums, chapter 719 regarding cooperatives, chapter 720
1522	regarding homeowners' associations, or chapter 723 regarding
1523	mobile home park lot tenancies, the provisions of such other
1524	chapters shall apply. The provisions of ss. 617.0605-617.0608 do
1525	not apply to corporations regulated by any of the foregoing
1526	chapters or to any other corporation in which membership in the
1527	corporation is required pursuant to a document recorded in the
1528	county property records.
1529	Section 45.  Subsection (8) is added to section 617.1803,
1530	Florida Statutes, to read:
1531	617.1803  Domestication of foreign not-for-profit
1532	corporations.--
1533	(8)  When a domestication becomes effective:
1534	(a)  The title to all real and personal property, both
1535	tangible and intangible, of the foreign corporation remains in
1536	the domesticated corporation without reversion or impairment;
1537	(b)  The liabilities of the foreign corporation remain the
1538	liabilities of the domesticated corporation;
1539	(c)  An action or proceeding against the foreign
1540	corporation continues against the domesticated corporation as if
1541	the domestication had not occurred;
1542	(d)  The articles of incorporation attached to the
1543	certificate of domestication constitute the articles of
1544	incorporation of the domesticated corporation; and
1545	(e)  Membership interests in the foreign corporation remain
1546	identical in the domesticated corporation.
1547	Section 46.  Section 617.1806, Florida Statutes, is amended
1548	to read:
1549	617.1806  Conversion to corporation not for profit;
1550	petition and contents.--A petition for conversion to a
1551	corporation not for profit pursuant to s. 617.1805 shall be
1552	accompanied by the written consent of all the shareholders
1553	authorizing the change in the corporate nature and directing an
1554	authorized officer to file such petition before the court,
1555	together with a statement agreeing to accept all the property of
1556	the petitioning corporation and agreeing to assume and pay all
1557	its indebtedness and liabilities and the proposed articles of
1558	incorporation signed by the president and secretary of the
1559	petitioning corporation which shall set forth the provisions
1560	required in original articles of incorporation by s. 617.0202.
1561	Section 47.  Section 617.1807, Florida Statutes, is amended
1562	to read:
1563	617.1807  Conversion to corporation not for profit;
1564	authority of circuit judge.--If the circuit judge to whom the
1565	petition and proposed articles of incorporation are presented
1566	finds that the petition and proposed articles of incorporation
1567	are in proper form, he or she shall approve the articles of
1568	incorporation and endorse his or her approval thereon; such
1569	approval shall provide that all of the property of the
1570	petitioning corporation shall become the property of the
1571	successor corporation not for profit, subject to all
1572	indebtedness and liabilities of the petitioning corporation.
1573	The articles of incorporation with such endorsements thereupon
1574	shall be sent to the Department of State, which shall, upon
1575	receipt thereof and upon payment of all taxes due the state by
1576	the petitioning corporation, if any, issue a certificate showing
1577	the receipt of the articles of incorporation with the
1578	endorsement of approval thereon and of the payment of all taxes
1579	to the state. Upon payment of the filing fees specified in s.
1580	617.0122, the Department of State shall file the articles of
1581	incorporation, and from thenceforth the petitioning corporation
1582	shall become a corporation not for profit under the name adopted
1583	in the articles of incorporation and subject to all the rights,
1584	powers, immunities, duties, and liabilities of corporations not
1585	for profit under state law, and its rights, powers, immunities,
1586	duties, and liabilities as a corporation for profit shall cease
1587	and determine.
1588	Section 48.  Section 617.1907, Florida Statutes, is amended
1589	to read:
1590	617.1907  Effect of repeal or amendment of prior acts.--
1591	(1)  Except as provided in subsection (2), the repeal or
1592	amendment of a statute by this act does not affect:
1593	(a)  The operation of the statute or any action taken under
1594	it before its repeal or amendment;
1595	(b)  Any ratification, right, remedy, privilege,
1596	obligation, or liability acquired, accrued, or incurred under
1597	the statute before its repeal or amendment;
1598	(c)  Any violation of the statute, or any penalty,
1599	forfeiture, or punishment incurred because of the violation,
1600	before its repeal or amendment; or
1601	(d)  Any proceeding, reorganization, or dissolution
1602	commenced under the statute before its repeal or amendment, and
1603	the proceeding, reorganization, or dissolution may be completed
1604	in accordance with the statute as if it had not been repealed or
1605	amended.
1606	(2)  If a penalty or punishment imposed for violation of a
1607	statute repealed or amended by this act is reduced by this act,
1608	the penalty or punishment if not already imposed shall be
1609	imposed in accordance with this act.
1610	Section 49.  Section 617.2103, Florida Statutes, is
1611	repealed.
1612	Section 50.  This act shall take effect October 1, 2008.

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