CS/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 may 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 allowed
9	by the Department of State; amending s. 617.0122, F.S.;
10	requiring the department to collect a fee for filing an
11	agent's statement of resignation from an inactive
12	corporation; amending s. 617.0124, F.S.; authorizing a
13	domestic or foreign corporation to correct a document
14	filed by the department within 30 days under certain
15	circumstances; amending s. 617.01401, F.S.; defining the
16	terms "department," "distribution," "mutual benefit
17	corporation," "successor entity," and "voting power";
18	amending s. 617.0205, F.S.; requiring the incorporators to
19	hold an organizational meeting after incorporation if the
20	initial directors are not named in the articles of
21	incorporation; amending s. 617.0302, F.S.; authorizing a
22	corporation not for profit to make 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 not for profit from making distributions to
28	its members; providing an exception; deleting provisions
29	related to the issuance of certificates; amending s.
30	617.0601, F.S.; correcting a reference to the Solicitation
31	of 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; requiring that
43	written notice given and delivered by certified mail or
44	first-class mail; requiring that a proceeding challenging
45	an expulsion, suspension, or termination be commenced
46	within 1 year after the effective date of such expulsion,
47	suspension, or termination; providing that a member who
48	has been expelled or suspended may be liable to the
49	corporation for dues, assessments, or fees; creating s.
50	617.0608, F.S.; prohibiting a corporation from purchasing
51	any of its memberships; authorizing a mutual benefit
52	corporation to purchase the membership of a member who
53	resigns or whose membership is terminated; amending s.
54	617.0701, F.S.; authorizing the holders of at least 5
55	percent of the voting power of a corporation to call a
56	special meeting of the members under certain
57	circumstances; authorizing a person who signs a demand for
58	a special meeting to call a special meeting of the members
59	under certain circumstances; revising the timeframes
60	relating to written member consent to actions; clarifying
61	the types of corporations that are not subject to certain
62	requirements; amending s. 617.0721, F.S.; authorizing the
63	corporation to reject a proxy action if it has reasonable
64	doubt as the validity of an appointment; providing that
65	members and proxy holders who are not physically present
66	at a meeting may participate by means of remote
67	communication and are deemed to be present at the meeting
68	under certain circumstances; amending s. 617.0725, F.S.;
69	requiring an amendment to the articles of incorporation or
70	the bylaws which adds a greater or lesser quorum or voting
71	requirement to meet certain requirements; creating s.
72	617.07401, F.S.; prohibiting a person from commencing a
73	proceeding in the right of a domestic or foreign
74	corporation unless the person was a member of the
75	corporation or became a member through transfer by
76	operation of law; requiring that a complaint in a
77	proceeding brought in the right of a domestic or foreign
78	corporation be verified and allege the demand with
79	particularity; authorizing the court to dismiss a
80	derivative proceeding if the court finds that a
81	determination was made in good faith after a reasonable
82	investigation; prohibiting certain proceedings from being
83	discontinued or settled without the approval of the court;
84	authorizing the court to require a plaintiff to pay a
85	defendant's reasonable expenses upon termination of a
86	proceeding, including attorney's fees; amending s.
87	617.0801, F.S.; providing the duties of the board of
88	directors; amending s. 617.0806, F.S.; providing that
89	directors may be divided into classes; amending s.
90	617.0808, F.S.; providing that any member of the board of
91	directors may be removed from office with or without cause
92	by a certain vote; providing that a director who is
93	elected by a class, chapter, or other organizational unit
94	may be removed only by members of that class, chapter, or
95	organizational unit; providing that a director elected or
96	appointed by the board may be removed without cause by a
97	vote of two-thirds of the directors then in office;
98	providing that a director of a corporation described in s.
99	501(c) of the Internal Revenue Code may be removed from
100	office pursuant to procedures provided in the articles of
101	incorporation or the bylaws; amending s. 617.0809, F.S.;
102	providing that a vacancy on the board of directors for a
103	director elected by a class, chapter, unit, or group may
104	be filled only by members of that class, chapter, unit, or
105	group; providing that the term of a director elected or
106	appointed to fill a vacancy expires at the next annual
107	meeting at which directors are elected; amending s.
108	617.0832, F.S.; deleting a provision that authorizes
109	common or interested directors to be counted in
110	determining the presence of a quorum at a meeting that
111	ratifies a contract between a corporation and one of its
112	directors and any other corporation in which one of its
113	directors is financially interested; providing
114	circumstances under which a conflict-of-interest
115	transaction is authorized; amending s. 617.0833, F.S.;
116	providing an exception to the requirement that a loan may
117	not be made by a corporation to its directors; amending s.
118	617.0834, F.S.; providing that an officer or director of a
119	certain nonprofit organization or agricultural or
120	horticultural organization is immune from civil liability;
121	amending s. 617.1007, F.S.; providing that a restatement
122	of the articles of incorporation of a corporation may
123	include one or more amendments; amending s. 617.1101,
124	F.S.; providing requirements for a plan of merger;
125	creating s. 617.1102, F.S.; providing a limitation on the
126	merger of a corporation not for profit; creating s.
127	617.1301, F.S.; prohibiting a corporation from making
128	distributions to its members under certain circumstances;
129	creating s. 617.1302, F.S.; providing that a mutual
130	benefit corporation may purchase its memberships only
131	under certain circumstances; authorizing a corporation to
132	make distributions upon dissolution; amending s. 617.1405,
133	F.S.; providing that the name of a dissolved corporation
134	may be available for immediate assumption by another
135	corporation if the dissolved corporation provides the
136	department with an affidavit authorizing such use;
137	creating s. 617.1407, F.S.; authorizing a dissolved
138	corporation or successor entity to execute certain
139	procedures to resolve payment of unknown claims against
140	it; providing that certain claims against a dissolved
141	corporation are barred; providing that a claim may be
142	entered against a dissolved corporation under certain
143	circumstances; creating s. 617.1408, F.S.; authorizing a
144	dissolved corporation or successor entity to execute
145	certain procedures to dispose of known claims against it;
146	requiring that a dissolved corporation deliver written
147	notice of the dissolution to each of its known claimants;
148	providing a procedure under which a dissolved corporation
149	may reject a claim made against it; requiring that a
150	dissolved corporation give notice of the dissolution to
151	persons having known claims that are contingent,
152	conditional, or unmatured; requiring that a dissolved
153	corporation follow certain procedures in offering
154	compensation to a claimant if the claim matures; requiring
155	that a dissolved corporation petition the circuit court to
156	determine the amount and form of security that is
157	sufficient to provide compensation to certain claimants;
158	providing that the giving of notice or making of an offer
159	does not revive a claim that has been barred; providing
160	that directors of a dissolved corporation or governing
161	persons of a successor entity that has complied with
162	certain procedures are not personally liable to the
163	claimants of a dissolved corporation; providing that
164	certain members of a dissolved corporation are not liable
165	for any claim against the corporation; providing a limit
166	on the aggregate liability of any member of a dissolved
167	corporation; repealing s. 617.1421(6), F.S., relating to
168	the assumption and use of the name of a dissolved
169	corporation; amending s. 617.1422, F.S.; deleting certain
170	requirements for an application to reinstate a corporation
171	that has been dissolved; requiring that a corporation
172	submit a reinstatement form prescribed and furnished by
173	the department; providing that the name of a dissolved
174	corporation is not available for assumption or use by
175	another corporation until 1 year after the effective date
176	of dissolution; providing an exception; amending s.
177	617.1430, F.S.; revising the requirements for members to
178	dissolve a corporation in circuit court; amending s.
179	617.1503, F.S.; requiring a foreign corporation to deliver
180	a certificate of existence authenticated by the Secretary
181	of State; amending s. 617.1504, F.S.; requiring that a
182	foreign corporation make application to the department to
183	obtain an amended certificate of authority within 90 days
184	after the occurrence of a change; amending s. 617.1506,
185	F.S.; requiring that an alternate corporate name adopted
186	for use in this state be cross-referenced to the real
187	corporate name in the records of the Division of
188	Corporations; requiring that the corporate name of a
189	foreign corporation be distinguishable from the corporate
190	name of a corporation for profit incorporated or
191	authorized to transact business in this state; amending s.
192	617.1530, F.S.; requiring that the department receive an
193	authenticated certificate from the Secretary of State
194	before commencing a proceeding to revoke the certificate
195	of authority of a foreign corporation; amending s.
196	617.1601, F.S.; requiring that a corporation keep a copy
197	of its articles of incorporation; amending s. 617.1602,
198	F.S.; providing that a member of a corporation is entitled
199	to inspect and copy certain records of the corporation at
200	a reasonable location specified by the corporation;
201	requiring that a member give the corporation written
202	notice 10 days before the date on which he or she wishes
203	to inspect and copy records; amending s. 617.1605, F.S.;
204	revising the circumstances under which a corporation is
205	required to furnish a member with its latest annual
206	financial statement; creating s. 617.1703, F.S.; providing
207	for the applicability of certain provisions to
208	corporations regulated under the act; amending s.
209	617.1803, F.S.; providing for certain changes when a
210	foreign not-for-profit corporation becomes domesticated;
211	amending s. 617.1806, F.S.; revising the provisions for
212	conversion to a corporation not for profit; amending s.
213	617.1907, F.S.; providing that the repeal or amendment of
214	a statute does not affect certain operations and
215	proceedings; repealing s. 617.2103, F.S., relating to
216	exemptions for certain corporations; providing an
217	effective date.
218
219	Be It Enacted by the Legislature of the State of Florida:
220
221	Section 1.  Subsections (4), (6), and (9) of section
222	617.01201, Florida Statutes, are amended to read:
223	617.01201  Filing requirements.--
224	(4)  The document must be typewritten or printed and must
225	be legible. If electronically transmitted, the document must be
226	in a format that may be retrieved or reproduced in typewritten
227	or printed form.
228	(6)  The document must be executed:
229	(a)  By a director the chair or any vice chair of the board
230	of directors of a domestic or foreign corporation, or by its
231	president or by another of its officers;
232	(b)  If directors or officers have not been selected or the
233	corporation has not been formed, by an incorporator; or
234	(c)  If the corporation is in the hands of a receiver,
235	trustee, or other court-appointed fiduciary, by the that
236	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 allowed by the
240	department. If the document is filed in typewritten or printed
241	form and not transmitted electronically, the department may
242	require that and may be accompanied by one exact or conformed
243	copy be delivered with the document, (except as provided in s.
244	617.1508. The document), and must be accompanied by the correct
245	filing fee and any other tax or penalty required by this act or
246	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 chapter act,
290	unless the 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	chapter 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	under this chapter.
313	(6)  "Department" means the Department of State.
314	(7)  "Distribution" means the payment of a dividend or any
315	part of the income or profit of a corporation to its members,
316	directors, or officers. A donation or transfer of corporate
317	assets or income to or from another not-for-profit corporation
318	qualified as tax-exempt under s. 501(c) of the Internal Revenue
319	Code or a governmental organization exempt from federal and
320	state income taxes, if such corporation or governmental
321	organization is a member of the corporation making such donation
322	or transfer, is not a distribution for purposes of this chapter.
323	(8)(6)  "Electronic transmission" means any form of
324	communication, not directly involving the physical transmission
325	or transfer of paper, which creates a record that may be
326	retained, retrieved, and reviewed by a recipient thereof and
327	which may be directly reproduced in a comprehensible and legible
328	paper form by such recipient through an automated process.
329	Examples of electronic transmission include, but are not limited
330	to, telegrams, facsimile transmissions of images, and text that
331	is sent via electronic mail between computers.
332	(9)(7)  "Foreign corporation" means a corporation not for
333	profit organized under laws other than the laws of this state.
334	(10)(8)  "Insolvent" means the inability of a corporation
335	to pay its debts as they become due in the usual course of its
336	affairs.
337	(11)(9)  "Mail" means the United States mail, facsimile
338	transmissions, and private mail carriers handling nationwide
339	mail services.
340	(12)(10)  "Member" means one having membership rights in a
341	corporation in accordance with the provisions of its articles of
342	incorporation or bylaws or the provisions of this chapter act.
343	(13)  "Mutual benefit corporation" means a domestic
344	corporation that is not organized primarily or exclusively for
345	religious purposes; is not recognized as exempt under s.
346	501(c)(3) of the Internal Revenue Code; and is not organized for
347	a public or charitable purpose that is required upon its
348	dissolution to distribute its assets to the United States, a
349	state, a local subdivision thereof, or a person that is
350	recognized as exempt under s. 501(c)(3) of the Internal Revenue
351	Code. The term does not include an association organized under
352	chapter 718, chapter 719, chapter 720, or chapter 721, or any
353	corporation where membership in the corporation is required
354	pursuant to a document recorded in county property records.
355	(14)(11)  "Person" includes individual and entity.
356	(15)  "Successor entity" means any trust, receivership, or
357	other legal entity that is governed by the laws of this state to
358	which the remaining assets and liabilities of a dissolved
359	corporation are transferred and that exists solely for the
360	purposes of prosecuting and defending suits by or against the
361	dissolved corporation and enabling the dissolved corporation to
362	settle and close the business of the dissolved corporation, to
363	dispose of and convey the property of the dissolved corporation,
364	to discharge the liabilities of the dissolved corporation, and
365	to distribute to the dissolved corporation's members any
366	remaining assets, but not for the purpose of continuing the
367	business for which the dissolved corporation was organized.
368	(16)  "Voting power" means the total number of votes
369	entitled to be cast for the election of directors at the time
370	the determination of voting power is made, excluding a vote that
371	is contingent upon the happening of a condition or event that
372	has not yet occurred. If the members of a class are entitled to
373	vote as a class to elect directors, the determination of the
374	voting power of the class is based on the percentage of the
375	number of directors the class is entitled to elect relative to
376	the total number of authorized directors. If the corporation's
377	directors are not elected by the members, voting power shall,
378	unless otherwise provided in the articles of incorporation or
379	bylaws, be on a one-member, one-vote basis.
380	Section 5.  Subsection (1) of section 617.0205, Florida
381	Statutes, is amended to read:
382	617.0205  Organizational meeting of directors.--
383	(1)  After incorporation:
384	(a)  If initial directors are named in the articles of
385	incorporation, the initial directors shall hold an
386	organizational meeting, at the call of a majority of the
387	directors, to complete the organization of the corporation by
388	appointing officers, adopting bylaws, and carrying on any other
389	business brought before the meeting;
390	(b)  If initial directors are not named in the articles of
391	incorporation, the incorporators shall hold an organizational
392	meeting at the call of a majority of the incorporators:
393	1.  To elect directors and complete the organization of the
394	corporation; or
395	2.  To elect a board of directors who shall complete the
396	organization of the corporation.
397	Section 6.  Subsections (7) and (16) of section 617.0302,
398	Florida Statutes, are amended to read:
399	617.0302  Corporate powers.--Every corporation not for
400	profit organized under this act, unless otherwise provided in
401	its articles of incorporation or bylaws, shall have power to:
402	(7)  Make contracts and guaranties, incur liabilities,
403	borrow money at such rates of interest as the corporation may
404	determine, issue its notes, bonds, and other obligations, and
405	secure any of its obligations by mortgage and pledge of all or
406	any of its property, franchises, or income.
407	(16)  Merge with other corporations or other business
408	entities identified in s. 607.1108(1), both for profit and not
409	for profit, domestic and foreign, if the surviving corporation
410	or other surviving business entity is a corporation not for
411	profit or other business entity that has been organized as a
412	not-for-profit entity under a governing statute or other
413	applicable law that permits such a merger.
414	Section 7.  Subsection (12) is added to section 617.0503,
415	Florida Statutes, to read:
416	617.0503  Registered agent; duties; confidentiality of
417	investigation records.--
418	(12)  Any alien business organization may withdraw its
419	registered agent designation by delivering an application for
420	certificate of withdrawal to the department for filing. The
421	application shall set forth:
422	(a)  The name of the alien business organization and the
423	jurisdiction under the law of which it is incorporated or
424	organized; and
425	(b)  That it is no longer required to maintain a registered
426	agent in this state.
427	Section 8.  Section 617.0505, Florida Statutes, is amended
428	to read:
429	617.0505  Distributions; exceptions Payment of dividends
430	and distribution of income to members prohibited; issuance of
431	certificates of membership; effect of stock issued under prior
432	law.--
433	(1)  Except as authorized in s. 617.1302, A dividend may
434	not be paid, and any part of the income or profit of a
435	corporation may not make distributions be distributed, to its
436	members, directors, or officers.
437	(1)  A mutual benefit corporation, such as a private club
438	that is established for social, pleasure, or recreational
439	purposes and that is organized as a corporation of which the
440	equity interests are held by the members, may, subject to s.
441	617.1302, purchase the equity membership interest of any member,
442	and the payment for such interest is not a distribution for
443	purposes of this section.
444	(2)  A corporation may pay compensation in a reasonable
445	amount to its members, directors, or officers for services
446	rendered, may confer benefits upon its members in conformity
447	with its purposes, and, upon dissolution or final liquidation,
448	may make distributions to its members as permitted by this
449	chapter act.
450	(3)  If expressly permitted by its articles of
451	incorporation, a corporation may make distributions upon partial
452	liquidation to its members, as permitted by this section. Any
453	such payment, benefit, or distribution does not constitute a
454	dividend or a distribution of income or profit for purposes of
455	this section.
456	(4)  A Any corporation that which is a utility exempt from
457	regulation under s. 367.022(7), whose articles of incorporation
458	state that it is exempt from taxation under s. 501(c)(12) of the
459	Internal Revenue Code, may make such refunds to its members,
460	prior to a dissolution or liquidation, as its managing board
461	deems necessary to establish or preserve its tax-exempt status.
462	Any such refund does not constitute a dividend or a distribution
463	of income or profit for purposes of this section.
464	(5)  A corporation that is regulated by chapter 718,
465	chapter 719, chapter 720, chapter 721, or chapter 723, or a
466	corporation where membership in such corporation is required
467	pursuant to a document recorded in the county property records,
468	may make refunds to its members, giving credits to its members,
469	disbursing insurance proceeds to its members, or disbursing or
470	paying settlements to its members without violating this
471	section.
472	(2)  Subject to subsection (1), a corporation may issue
473	certificates in any form evidencing membership in the
474	corporation.
475	(3)  Stock certificates issued under former s. 617.011(2),
476	Florida Statutes (1989), constitute membership certificates for
477	purposes of this act.
478	Section 9.  Subsections (1), (2), and (5) of section
479	617.0601, Florida Statutes, are amended to read:
480	617.0601  Members, generally.--
481	(1)(a)  A corporation may have one or more classes of
482	members or may have no members.  If the corporation has one or
483	more classes of members, the designation of such class or
484	classes, the qualifications and rights of the members of each
485	class, any quorum and voting requirements for meetings and
486	activities of the members, and notice requirements sufficient to
487	provide notice of meetings and activities of the members must be
488	set forth in the articles of incorporation or in the bylaws.
489	(b)  The articles of incorporation or bylaws of any
490	corporation not for profit that maintains chapters or affiliates
491	may grant representatives of such chapters or affiliates the
492	right to vote in conjunction with the board of directors of the
493	corporation notwithstanding applicable quorum or voting
494	requirements of this chapter act if the corporation is
495	registered with the department of State pursuant to ss. 496.401-
496	496.424 ss. 496.001-496.011, the Solicitation of Contributions
497	Funds Act.
498	(c)  This subsection does not apply to any condominium
499	association organized under chapter 718.
500	(2)  A corporation may issue certificates of membership.
501	Stock certificates issued under former s. 617.011(2), Florida
502	Statutes (1989), constitute certificates of membership for
503	purposes of this section.
504	(5)  Membership in the corporation may be terminated in the
505	manner provided by law, by the articles of incorporation, or by
506	the bylaws, and A resignation, expulsion, or termination of
507	membership pursuant to s. 617.0606 or s. 617.0607 shall be
508	recorded in the membership book.  Unless otherwise provided in
509	the articles of incorporation or the bylaws, all the rights and
510	privileges of a member cease on termination of membership.
511	Section 10.  Section 617.0605, Florida Statutes, is created
512	to read:
513	617.0605  Transfer of membership interests.--
514	(1)  A member of a corporation may not transfer a
515	membership or any right arising from membership except as
516	otherwise allowed in this section.
517	(2)  Except as set forth in the articles of incorporation
518	or bylaws of a mutual benefit corporation, a member of a mutual
519	benefit corporation may not transfer a membership or any right
520	arising from membership.
521	(3)  If transfer rights have been provided for one or more
522	members of a mutual benefit corporation, a restriction on such
523	rights is not binding with respect to a member holding a
524	membership issued before the adoption of the restriction unless
525	the restriction is approved by the members and the affected
526	member.
527	Section 11.  Section 617.0606, Florida Statutes, is created
528	to read:
529	617.0606  Resignation of members.--
530	(1)  Except as may be provided in the articles of
531	incorporation or bylaws of a corporation, a member of a mutual
532	benefit corporation may not transfer a membership or any right
533	arising from membership.
534	(2)  The resignation of a member does not relieve the
535	member from any obligations that the member may have to the
536	corporation as a result of obligations incurred or commitments
537	made before resignation.
538	Section 12.  Section 617.0607, Florida Statutes, is created
539	to read:
540	617.0607  Termination, expulsion, and suspension.--
541	(1)  A member of a corporation may not be expelled or
542	suspended, and a membership in the corporation may not be
543	terminated or suspended, except pursuant to a procedure that is
544	fair and reasonable and is carried out in good faith.
545	(2)  Any written notice given by mail must be delivered by
546	certified mail or first-class mail to the last address of the
547	member shown on the records of the corporation.
548	(3)  Any proceeding challenging an expulsion, suspension,
549	or termination, including a proceeding in which the defective
550	notice is alleged, must be commenced within 1 year after the
551	effective date of the expulsion, suspension, or termination.
552	(4)  A member who has been expelled or suspended may be
553	liable to the corporation for dues, assessments, or fees as a
554	result of obligations incurred or commitments made before
555	expulsion or suspension.
556	Section 13.  Section 617.0608, Florida Statutes, is created
557	to read:
558	617.0608  Purchase of memberships.--
559	(1)  A corporation may not purchase any of its memberships
560	or any right arising from membership except as provided in s.
561	617.0505 or subsection (2).
562	(2)  Subject to s. 617.1302, a mutual benefit corporation
563	may purchase the membership of a member who resigns, or whose
564	membership is terminated, for the amount and pursuant to the
565	conditions set forth in its articles of incorporation or bylaws.
566	Section 14.  Subsections (3), (4), and (6) of section
567	617.0701, Florida Statutes, are amended to read:
568	617.0701  Meetings of members, generally; failure to hold
569	annual meeting; special meeting; consent to corporate actions
570	without meetings; waiver of notice of meetings.--
571	(3)  Except as provided in the articles of incorporation or
572	bylaws, special meetings of the members may be called by:
573	(a)  The president;,
574	(b)  The chair of the board of directors;,
575	(c)  The board of directors;, or such
576	(d)  Other officers or persons as are provided for in the
577	articles of incorporation or the bylaws;.
578	(e)  The holders of at least 5 percent of the voting power
579	of a corporation when one or more written demands for the
580	meeting, which describe the purpose for which the meeting is to
581	be held, are signed, dated, and delivered to a corporate
582	officer; or
583	(f)  A person who signs a demand for a special meeting
584	pursuant to paragraph (e) if notice for a special meeting is not
585	given within 30 days after receipt of the demand. The person
586	signing the demand may set the time and place of the meeting and
587	give notice under this subsection.
588	(4)(a)  Unless otherwise provided in the articles of
589	incorporation, action required or permitted by this chapter act
590	to be taken at an annual or special meeting of members may be
591	taken without a meeting, without prior notice, and without a
592	vote if the action is taken by the members entitled to vote on
593	such action and having not less than the minimum number of votes
594	necessary to authorize such action at a meeting at which all
595	members entitled to vote on such action were present and voted.
596	(a)  In order To be effective, the action must be evidenced
597	by one or more written consents describing the action taken,
598	dated and signed by approving members having the requisite
599	number of votes and entitled to vote on such action, and
600	delivered to the corporation by delivery to its principal office
601	in this state, its principal place of business, the corporate
602	secretary, or another officer or agent of the corporation having
603	custody of the book in which proceedings of meetings of members
604	are recorded. Written consent shall not be effective to take the
605	corporate action referred to in the consent is not effective
606	unless the consent is signed by members having the requisite
607	number of votes necessary to authorize the action within 90 60
608	days after of the date of the earliest dated consent and is
609	delivered in the manner required by this section.
610	(b)  Any written consent may be revoked prior to the date
611	that the corporation receives the required number of consents to
612	authorize the proposed action. A revocation is not effective
613	unless in writing and until received by the corporation at its
614	principal office in this state or its principal place of
615	business, or received by the corporate secretary or other
616	officer or agent of the corporation having custody of the book
617	in which proceedings of meetings of members are recorded.
618	(c)  Within 30 10 days after obtaining such authorization
619	by written consent, notice must be given to those members who
620	are entitled to vote on the action but who have not consented in
621	writing.  The notice must fairly summarize the material features
622	of the authorized action.
623	(d)  A consent signed under this section has the effect of
624	a meeting vote and may be described as such in any document.
625	(e)  If the action to which the members consent is such as
626	would have required the filing of articles or a certificate
627	under any other section of this chapter act if such action had
628	been voted on by members at a meeting thereof, the articles or
629	certificate filed under such other section must state that
630	written consent has been given in accordance with the provisions
631	of this section.
632	(f)  Whenever action is taken pursuant to this section, the
633	written consent of the members consenting to such action or the
634	written reports of inspectors appointed to tabulate such
635	consents must be filed with the minutes of member proceedings of
636	members.
637	(6)  Subsections (1) and (3) do not apply to any
638	corporation that is an association as defined in s. 720.301, or
639	a corporation regulated by chapter 718, chapter 719, chapter
640	720, chapter 721, or chapter 723, or a corporation where
641	membership in such corporation is required pursuant to a
642	document recorded in the county property records.
643	Section 15.  Section 617.0721, Florida Statutes, is amended
644	to read:
645	617.0721  Voting by members.--
646	(1)  Members are not entitled to vote except as conferred
647	by the articles of incorporation or the bylaws.
648	(2)  A member who is entitled to vote may vote in person
649	or, unless the articles of incorporation or the bylaws otherwise
650	provide, may vote by proxy executed in writing by the member or
651	by his or her duly authorized attorney in fact. An appointment
652	of a proxy is not valid after 11 months following the date of
653	its execution unless otherwise provided in the proxy.
654	(a)  If directors or officers are to be elected by members,
655	the bylaws may provide that such elections may be conducted by
656	mail.
657	(b)  A corporation may reject a vote, consent, waiver, or
658	proxy appointment if the secretary or other officer or agent
659	authorized to tabulate votes, acting in good faith, has a
660	reasonable basis for doubting the validity of the signature on
661	it or the signatory's authority to sign for the member.
662	(3)  If authorized by the board of directors, and subject
663	to such guidelines and procedures as the board of directors may
664	adopt, members and proxy holders who are not physically present
665	at a meeting may, by means of remote communication:
666	(a)  Participate in the meeting.
667	(b)  Be deemed to be present in person and vote at the
668	meeting if:
669	1.  The corporation implements reasonable means to verify
670	that each person deemed present and authorized to vote by means
671	of remote communication is a member or proxy holder; and
672	2.  The corporation implements reasonable measures to
673	provide such members or proxy holders with a reasonable
674	opportunity to participate in the meeting and to vote on matters
675	submitted to the members, including an opportunity to
676	communicate and to read or hear the proceedings of the meeting
677	substantially concurrent with the proceedings.
678
679	If any member or proxy holder votes or takes other action by
680	means of remote communication, a record of that member's
681	participation in the meeting must be maintained by the
682	corporation in accordance with s. 617.1601.
683	(4)(3)  If any corporation, whether for profit or not for
684	profit, is a member of a corporation organized under this
685	chapter act, the chair of the board, president, any vice
686	president, the secretary, or the treasurer of the member
687	corporation, and any such officer or cashier or trust officer of
688	a banking or trust corporation holding such membership, and any
689	like officer of a foreign corporation whether for profit or not
690	for profit, holding membership in a domestic corporation, shall
691	be deemed by the corporation in which membership is held to have
692	the authority to vote on behalf of the member corporation and to
693	execute proxies and written waivers and consents in relation
694	thereto, unless, before a vote is taken or a waiver or consent
695	is acted upon, it appears pursuant to is made to appear by a
696	certified copy of the bylaws or resolution of the board of
697	directors or executive committee of the member corporation that
698	such authority does not exist or is vested in some other officer
699	or person. In the absence of such certification, a person
700	executing any such proxies, waivers, or consents or presenting
701	himself or herself at a meeting as one of such officers of a
702	corporate member shall be, for the purposes of this section,
703	conclusively deemed to be duly elected, qualified, and acting as
704	such officer and to be fully authorized. In the case of
705	conflicting representation, the corporate member shall be deemed
706	to be represented by its senior officer, in the order first
707	stated in this subsection.
708	(5)(4)  The articles of incorporation or the bylaws may
709	provide that, in all elections for directors, every member
710	entitled to vote has the right to cumulate his or her votes and
711	to give one candidate a number of votes equal to the number of
712	votes he or she could give if one director were being elected
713	multiplied by the number of directors to be elected or to
714	distribute such votes on the same principles among any number of
715	such candidates. A corporation may not have cumulative voting
716	unless such voting is expressly authorized in the articles of
717	incorporation.
718	(6)(5)  If a corporation has no members or its members do
719	not have the right to vote, the directors shall have the sole
720	voting power.
721	(7)(6)  Subsections (1), (2), (5) (4), and (6) (5) do not
722	apply to a corporation that is an association as defined in s.
723	720.301.
724	Section 16.  Section 617.0725, Florida Statutes, is amended
725	to read:
726	617.0725  Quorum.--An amendment to the articles of
727	incorporation or the bylaws which adds, that changes, or deletes
728	a greater or lesser quorum or voting requirement must meet the
729	same quorum or voting requirement and be adopted by the same
730	vote and voting groups required to take action under the quorum
731	and voting requirements then in effect or proposed to be
732	adopted, whichever is greater prescribed in the provision being
733	amended.
734	Section 17.  Section 617.07401, Florida Statutes, is
735	created to read:
736	617.07401  Members' derivative actions.--
737	(1)  A person may not commence a proceeding in the right of
738	a domestic or foreign corporation unless the person was a member
739	of the corporation when the transaction complained of occurred
740	or unless the person became a member through transfer by
741	operation of law from one who was a member at that time.
742	(2)  A complaint in a proceeding brought in the right of a
743	domestic or foreign corporation must be verified and allege with
744	particularity the demand made to obtain action by the board of
745	directors and that the demand was refused or ignored by the
746	board of directors for at least 90 days after the date of the
747	first demand unless, before the expiration of the 90 days, the
748	person was notified in writing that the corporation rejected the
749	demand, or unless irreparable injury to the corporation would
750	result by waiting for the expiration of the 90-day period. If
751	the corporation commences an investigation of the charges made
752	in the demand or complaint, the court may stay any proceeding
753	until the investigation is completed.
754	(3)  The court may dismiss a derivative proceeding if, on
755	motion by the corporation, the court finds that one of the
756	groups specified in paragraphs (a)-(c) has made a good faith
757	determination after conducting a reasonable investigation upon
758	which its conclusions are based that the maintenance of the
759	derivative suit is not in the best interests of the corporation.
760	The corporation has the burden of proving the independence and
761	good faith of the group making the determination and the
762	reasonableness of the investigation. The determination shall be
763	made by:
764	(a)  A majority vote of independent directors present at a
765	meeting of the board of directors, if the independent directors
766	constitute a quorum;
767	(b)  A majority vote of a committee consisting of two or
768	more independent directors appointed by a majority vote of
769	independent directors present at a meeting of the board of
770	directors, whether or not such independent directors constitute
771	a quorum; or
772	(c)  A panel of one or more independent persons appointed
773	by the court upon motion by the corporation.
774	(4)  A proceeding commenced under this section may not be
775	discontinued or settled without the approval of the court. If
776	the court determines that a proposed discontinuance or
777	settlement substantially affects the interest of the members of
778	the corporation, or a class, series, or voting group of members,
779	the court shall direct that notice be given to the members
780	affected. The court may determine which party or parties to the
781	proceeding shall bear the expense of giving the notice.
782	(5)  Upon termination of the proceeding, the court may
783	require the plaintiff to pay any defendant's reasonable
784	expenses, including reasonable attorney's fees, incurred in
785	defending the proceeding if it finds that the proceeding was
786	commenced without reasonable cause.
787	(6)  The court may award reasonable expenses for
788	maintaining the proceeding, including reasonable attorney's
789	fees, to a successful plaintiff or to the person commencing the
790	proceeding who receives any relief, whether by judgment,
791	compromise, or settlement, and may require that the person
792	account for the remainder of any proceeds to the corporation;
793	however, this subsection does not apply to any relief rendered
794	for the benefit of injured members only and limited to a
795	recovery of the loss or damage of the injured members.
796	Section 18.  Section 617.0801, Florida Statutes, is amended
797	to read:
798	617.0801  Requirement for and Duties of board of
799	directors.--All corporate powers must be exercised by or under
800	the authority of, and the affairs of the corporation managed
801	under the direction of, its board of directors, subject to any
802	limitation set forth in the articles of incorporation.
803	Section 19.  Section 617.0806, Florida Statutes, is amended
804	to read:
805	617.0806  Staggered terms for directors.--The articles of
806	incorporation or bylaws may provide that directors may be
807	divided into classes and the terms of office of the several
808	classes need not be uniform. Each director shall hold office for
809	the term to which he or she is elected or appointed and until
810	his or her successor has been elected or appointed and qualified
811	or until his or her earlier resignation, removal from office, or
812	death.
813	Section 20.  Section 617.0808, Florida Statutes, is amended
814	to read:
815	617.0808  Removal of directors.--
816	(1)  Subject to subsection (2), a director may be removed
817	from office pursuant to procedures provided in the articles of
818	incorporation or the bylaws, which shall provide the following,
819	and if they do not do so, shall be deemed to include the
820	following:
821	(a)(1)  Any member of the board of directors may be removed
822	from office with or without cause by:
823	1.  A majority of all votes of the directors, if the
824	director was elected or appointed by the directors; or
825	2.  A majority of all votes of the members, if the director
826	was elected or appointed by the members.
827	(b)  If a director is elected by a class, chapter, or other
828	organizational unit, or by region or other geographic grouping,
829	the director may be removed only by the members of that class,
830	chapter, unit, or grouping. However:
831	1.  A director may be removed only if the number of votes
832	cast to remove the director would be sufficient to elect the
833	director at a meeting to elect directors, except as provided in
834	subparagraphs 2. and 3.
835	2.  If cumulative voting is authorized, a director may not
836	be removed if the number of votes sufficient to elect the
837	director under cumulative voting is voted against the removal of
838	the director.
839	3.  If at the beginning of the term of a director the
840	articles of incorporation or bylaws provide that the director
841	may be removed for missing a specified number of board meetings,
842	the board may remove the director for failing to attend the
843	specified number of meetings. The director may be removed only
844	if a majority of the directors then in office vote for the
845	removal the vote or agreement in writing by a majority of all
846	votes of the membership.
847	(c)(2)  The notice of a meeting of the members to recall a
848	member or members of the board of directors shall state the
849	specific directors sought to be removed.
850	(d)(3)  A proposed removal of a director at a meeting shall
851	require a separate vote for each director whose removal is board
852	member sought to be removed. Where removal is sought by written
853	consent agreement, a separate consent agreement is required for
854	each director board member to be removed.
855	(e)(4)  If removal is effected at a meeting, any vacancies
856	created thereby shall be filled by the members or directors
857	eligible to vote for the removal at the same meeting.
858	(f)(5)  Any director who is removed from the board is shall
859	not be eligible to stand for reelection until the next annual
860	meeting at which directors are elected of the members.
861	(g)(6)  Any director removed from office shall turn over to
862	the board of directors within 72 hours any and all records of
863	the corporation in his or her possession.
864	(h)(7)  If a director who is removed does shall not
865	relinquish his or her office or turn over records as required
866	under this section, the circuit court in the county where the
867	corporation's principal office is located may summarily order
868	the director to relinquish his or her office and turn over
869	corporate records upon application of any member.
870	(i)  A director elected or appointed by the board may be
871	removed without cause by a vote of two-thirds of the directors
872	then in office or such greater number as is set forth in the
873	articles of incorporation or bylaws.
874	(2)  A director of a corporation described in s. 501(c) of
875	the Internal Revenue Code may be removed from office pursuant to
876	procedures provided in the articles of incorporation or the
877	bylaws, and the corporation may provide in the articles of
878	incorporation or the bylaws that it is subject to the provisions
879	of subsection (1).
880	Section 21.  Section 617.0809, Florida Statutes, is amended
881	to read:
882	617.0809  Board vacancy on board.--
883	(1)  Except as provided in s. 617.0808(1)(f), any vacancy
884	occurring on the board of directors may be filled by the
885	affirmative vote of the majority of the remaining directors,
886	even though the remaining directors constitute less than a
887	quorum, or by the sole remaining director, as the case may be,
888	or, if the vacancy is not so filled or if no director remains,
889	by the members or, on the application of any person, by the
890	circuit court of the county where the registered office of the
891	corporation is located.
892	(2)  Whenever a vacancy occurs with respect to a director
893	elected by a class, chapter, unit, or group, the vacancy may be
894	filled only by members of that class, chapter, unit, or group,
895	or by a majority of the directors then in office elected by such
896	class, chapter, unit, or group.
897	(3)(2)  The term of a director elected or appointed to fill
898	a vacancy expires at the next annual meeting at which directors
899	are elected shall be elected or appointed for the unexpired term
900	of his or her predecessor in office. Any directorship to be
901	filled by reason of an increase in the number of directors may
902	be filled by the board of directors, but only for a term of
903	office continuing until the next election of directors by the
904	members or, if the corporation has no members or no members
905	having the right to vote thereon, for such term of office as is
906	provided in the articles of incorporation or the bylaws.
907	(4)(3)  A vacancy that will occur at a specific later date,
908	by reason of a resignation effective at a later date under s.
909	617.0807 or otherwise, may be filled before the vacancy occurs.
910	However, the new director may not take office until the vacancy
911	occurs.
912	Section 22.  Subsection (2) of section 617.0832, Florida
913	Statutes, is amended, and subsection (3) is added to that
914	section, to read:
915	617.0832  Director conflicts of interest.--
916	(2)  For purposes of paragraph (1)(a) only, a conflict-of-
917	interest transaction is authorized, approved, or ratified if it
918	receives the affirmative vote of a majority of the directors on
919	the board of directors, or on the committee, who have no
920	relationship or interest in the transaction described in
921	subsection (1), but a transaction may not be authorized,
922	approved, or ratified under this section by a single director.
923	If a majority of the directors who have no relationship or
924	interest in the transaction vote to authorize, approve, or
925	ratify the transaction, a quorum is present for the purpose of
926	taking action under this section. The presence of, or a vote
927	cast by, a director having a relationship or interest in the
928	transaction does not affect the validity of any action taken
929	under paragraph (1)(a) if the transaction is otherwise
930	authorized, approved, or ratified as provided in subsection (1),
931	but such presence or vote of such a director may be counted for
932	purposes of determining whether the transaction is approved
933	under other sections of this chapter.
934	(3)  For purposes of paragraph (1)(b), a conflict-of-
935	interest transaction is authorized, approved, or ratified if it
936	receives the vote of a majority in interest of the members
937	entitled to vote under this subsection. A director who has a
938	relationship or interest in the transaction described in
939	subsection (1) may not vote to determine whether to authorize,
940	approve, or ratify a conflict-of-interest transaction under
941	paragraph (1)(b). However, the vote of that director is counted
942	in determining whether the transaction is approved under other
943	sections of this chapter. A majority in interest of the members
944	entitled to vote on the transaction under this subsection
945	constitutes a quorum for the purpose of taking action under this
946	section. Common or interested directors may be counted in
947	determining the presence of a quorum at a meeting of the board
948	of directors or a committee thereof which authorizes, approves,
949	or ratifies such contract or transaction.
950	Section 23.  Section 617.0833, Florida Statutes, is amended
951	to read:
952	617.0833  Loans to directors or officers.--Loans, other
953	than through the purchase of bonds, debentures, or similar
954	obligations of the type customarily sold in public offerings, or
955	through ordinary deposit of funds in a bank, may not be made by
956	a corporation to its directors or officers, or to any other
957	corporation, firm, association, or other entity in which one or
958	more of its directors or officers is a director or officer or
959	holds a substantial financial interest, except a loan by one
960	corporation which is exempt from federal income taxation under
961	s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
962	to another corporation which is exempt from federal income
963	taxation under s. 501(c)(3) of the Internal Revenue Code of
964	1986, as amended. A loan made in violation of this section is a
965	violation of the duty to the corporation of the directors or
966	officers authorizing it or participating in it, but the
967	obligation of the borrower with respect to the loan is shall not
968	be affected thereby.
969	Section 24.  Subsection (1) of section 617.0834, Florida
970	Statutes, is amended to read:
971	617.0834  Officers and directors of certain corporations
972	and associations not for profit; immunity from civil
973	liability.--
974	(1)  An officer or director of a nonprofit organization
975	recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
976	the Internal Revenue Code of 1986, as amended, or of an
977	agricultural or a horticultural organization recognized under s.
978	501(c)(5), of the Internal Revenue Code of 1986, as amended, is
979	not personally liable for monetary damages to any person for any
980	statement, vote, decision, or failure to take an action,
981	regarding organizational management or policy by an officer or
982	director, unless:
983	(a)  The officer or director breached or failed to perform
984	his or her duties as an officer or director; and
985	(b)  The officer's or director's breach of, or failure to
986	perform, his or her duties constitutes:
987	1.  A violation of the criminal law, unless the officer or
988	director had reasonable cause to believe his or her conduct was
989	lawful or had no reasonable cause to believe his or her conduct
990	was unlawful.  A judgment or other final adjudication against an
991	officer or director in any criminal proceeding for violation of
992	the criminal law estops that officer or director from contesting
993	the fact that his or her breach, or failure to perform,
994	constitutes a violation of the criminal law, but does not estop
995	the officer or director from establishing that he or she had
996	reasonable cause to believe that his or her conduct was lawful
997	or had no reasonable cause to believe that his or her conduct
998	was unlawful;
999	2.  A transaction from which the officer or director
1000	derived an improper personal benefit, either directly or
1001	indirectly; or
1002	3.  Recklessness or an act or omission that which was
1003	committed in bad faith or with malicious purpose or in a manner
1004	exhibiting wanton and willful disregard of human rights, safety,
1005	or property.
1006	Section 25.  Subsections (2) and (3) of section 617.1007,
1007	Florida Statutes, are amended to read:
1008	617.1007  Restated articles of incorporation.--
1009	(2)  The restatement may include one or more amendments to
1010	the articles of incorporation. If the restatement includes an
1011	amendment requiring member approval, it must be adopted as
1012	provided in s. 617.1002.
1013	(3)  A corporation restating its articles of incorporation
1014	shall deliver to the department of State for filing articles of
1015	restatement, executed in accordance with the provisions of s.
1016	617.01201, setting forth the name of the corporation and the
1017	text of the restated articles of incorporation together with a
1018	certificate setting forth:
1019	(a)  Whether the restatement contains an amendment to the
1020	articles of incorporation requiring member approval and, if it
1021	does not, that the board of directors adopted the restatement;
1022	or
1023	(b)  If the restatement contains an amendment to the
1024	articles of incorporation requiring member approval, the
1025	information required by s. 617.1006.
1026	Section 26.  Subsection (2) of section 617.1101, Florida
1027	Statutes, is amended, and subsection (3) is added to that
1028	section, to read:
1029	617.1101  Plan of merger.--
1030	(2)  Each corporation must adopt a plan of merger setting
1031	forth:
1032	(a)  The names of the corporations proposing to merge and
1033	the name of the surviving corporation into which each other
1034	corporation plans to merge, which is hereinafter designated as
1035	the surviving corporation;
1036	(b)  The terms and conditions of the proposed merger;
1037	(c)  A statement of any changes in the articles of
1038	incorporation of the surviving corporation to be effected by
1039	such merger; and
1040	(d)  The manner and basis, if any, of converting the
1041	memberships of each merging corporation into memberships,
1042	obligations, or securities of the surviving corporation or any
1043	other corporation or, in whole or in part, into cash or other
1044	property. Such other provisions with respect to the proposed
1045	merger as are deemed necessary or desirable.
1046	(3)  The plan of merger may set forth:
1047	(a)  Amendments to, or a restatement of, the articles of
1048	incorporation of the surviving corporation;
1049	(b)  The effective date of the merger, which may be on or
1050	after the date of filing the articles of incorporation or
1051	merger; or
1052	(c)  Other provisions relating to the merger.
1053	Section 27.  Section 617.1102, Florida Statutes, is created
1054	to read:
1055	617.1102  Limitation on merger.--A corporation not for
1056	profit organized under this chapter may merge with one or more
1057	other business entities, as identified in s. 607.1108(1), only
1058	if the surviving entity of such merger is a corporation not for
1059	profit or other business entity that has been organized as a
1060	not-for-profit entity under a governing statute or other
1061	applicable law that allows such a merger.
1062	Section 28.  Section 617.1301, Florida Statutes, is created
1063	to read:
1064	617.1301  Prohibited distributions.--Except as authorized
1065	in ss. 617.0505 and 617.1302, a corporation may not make any
1066	distributions to its members.
1067	Section 29.  Section 617.1302, Florida Statutes, is created
1068	to read:
1069	617.1302  Authorized distributions.--
1070	(1)  A mutual benefit corporation may purchase its
1071	memberships pursuant to s. 617.0608 only if, after the purchase
1072	is completed:
1073	(a)  The mutual benefit corporation is able to pay its
1074	debts as they become due in the usual course of its activities;
1075	and
1076	(b)  The total assets of the mutual benefit corporation at
1077	least equal the sum of its total liabilities.
1078	(2)  A corporation may make distributions upon dissolution
1079	in conformity with the dissolution provisions of this chapter.
1080	Section 30.  Subsection (4) of section 617.1405, Florida
1081	Statutes, is amended to read:
1082	617.1405  Effect of dissolution.--
1083	(4)  The name of a dissolved corporation is shall not be
1084	available for assumption or use by another corporation until
1085	after 120 days after the effective date of dissolution unless
1086	the dissolved corporation provides the department with an
1087	affidavit, executed pursuant to s. 617.01201, authorizing the
1088	immediate assumption or use of the name by another corporation.
1089	Section 31.  Section 617.1407, Florida Statutes, is created
1090	to read:
1091	617.1407  Unknown claims against dissolved corporation.--
1092	(1)  A dissolved corporation or successor entity may
1093	execute one of the following procedures to resolve payment of
1094	unknown claims:
1095	(a)  A dissolved corporation or successor entity may file
1096	notice of its dissolution with the department on the form
1097	prescribed by the department and request that persons having
1098	claims against the corporation which are not known to the
1099	corporation or successor entity present them in accordance with
1100	the notice. The notice must:
1101	1.  State the name of the corporation and the date of
1102	dissolution;
1103	2.  Describe the information that must be included in a
1104	claim and provide a mailing address to which the claim may be
1105	sent; and
1106	3.  State that a claim against the corporation under this
1107	subsection is barred unless a proceeding to enforce the claim is
1108	commenced within 4 years after the filing of the notice.
1109	(b)  A dissolved corporation or successor entity may,
1110	within 10 days after filing articles of dissolution with the
1111	department, publish a "Notice of Corporate Dissolution." The
1112	notice must appear once a week for 2 consecutive weeks in a
1113	newspaper of general circulation in the county in the state in
1114	which the corporation has its principal office, if any, or, if
1115	none, in a county in the state in which the corporation owns
1116	real or personal property. Such newspaper shall meet the
1117	requirements as are prescribed by law for such purposes. The
1118	notice must:
1119	1.  State the name of the corporation and the date of
1120	dissolution;
1121	2.  Describe the information that must be included in a
1122	claim and provide a mailing address to which the claim may be
1123	sent; and
1124	3.  State that a claim against the corporation under this
1125	subsection is barred unless a proceeding to enforce the claim is
1126	commenced within 4 years after the date of the second
1127	consecutive weekly publication of the notice.
1128	(2)  If the dissolved corporation or successor entity
1129	complies with paragraph (1)(a) or paragraph (1)(b), the claim of
1130	each of the following claimants is barred unless the claimant
1131	commences a proceeding to enforce the claim against the
1132	dissolved corporation within 4 years after the date of filing
1133	the notice with the department or the date of the second
1134	consecutive weekly publication, as applicable:
1135	(a)  A claimant who did not receive written notice under s.
1136	617.1408(9), or whose claim is not provided for under s.
1137	617.1408(10), regardless of whether such claim is based on an
1138	event occurring before or after the effective date of
1139	dissolution.
1140	(b)  A claimant whose claim was timely sent to the
1141	dissolved corporation but on which no action was taken.
1142	(3)  A claim may be entered under this section:
1143	(a)  Against the dissolved corporation, to the extent of
1144	its undistributed assets; or
1145	(b)  If the assets have been distributed in liquidation,
1146	against a member of the dissolved corporation to the extent of
1147	such member's pro rata share of the claim or the corporate
1148	assets distributed to such member in liquidation, whichever is
1149	less; however, the aggregate liability of any member of a
1150	dissolved corporation may not exceed the amount distributed to
1151	the member in dissolution.
1152	Section 32.  Section 617.1408, Florida Statutes, is created
1153	to read:
1154	617.1408  Known claims against dissolved corporation.--
1155	(1)  A dissolved corporation or successor entity may
1156	dispose of the known claims against it by following the
1157	procedures described in subsections (2), (3), and (4).
1158	(2)  The dissolved corporation or successor entity shall
1159	deliver to each of its known claimants written notice of the
1160	dissolution at any time after its effective date. The written
1161	notice must:
1162	(a)  Provide a reasonable description of the claim that the
1163	claimant may be entitled to assert;
1164	(b)  State whether the claim is admitted or not admitted,
1165	in whole or in part, and, if admitted:
1166	1.  The amount that is admitted, which may be as of a given
1167	date; and
1168	2.  Any interest obligation if fixed by an instrument of
1169	indebtedness;
1170	(c)  Provide a mailing address where a claim may be sent;
1171	(d)  State the deadline, which must be at least 120 days
1172	after the effective date of the written notice, by which
1173	confirmation of the claim must be delivered to the dissolved
1174	corporation or successor entity; and
1175	(e)  State that the corporation or successor entity may
1176	make distributions thereafter to other claimants and the members
1177	of the corporation or persons interested as having been such
1178	without further notice.
1179	(3)  A dissolved corporation or successor entity may
1180	reject, in whole or in part, any claim made by a claimant
1181	pursuant to this section by mailing notice of such rejection to
1182	the claimant within 90 days after receipt of such claim and, in
1183	all events, at least 150 days before expiration of 3 years
1184	following the effective date of dissolution. The notice must be
1185	accompanied by a copy of this section.
1186	(4)  A dissolved corporation or successor entity electing
1187	to follow the procedures described in subsections (2) and (3)
1188	must also give notice of dissolution to persons having known
1189	claims that are contingent upon the occurrence or nonoccurrence
1190	of future events, or are otherwise conditional or unmatured, and
1191	request that such persons present such claims in accordance with
1192	the terms of the notice. The notice must be in substantially the
1193	form, and sent in the same manner, as described in subsection
1194	(2).
1195	(5)  A dissolved corporation or successor entity shall
1196	offer any claimant whose known claim is contingent, conditional,
1197	or unmatured such security as the corporation or entity
1198	determines is sufficient to provide compensation to the claimant
1199	if the claim matures. The dissolved corporation or successor
1200	entity shall deliver such offer to the claimant within 90 days
1201	after receipt of such claim and, in all events, at least 150
1202	days before expiration of 3 years following the effective date
1203	of dissolution. If the claimant offered such security does not
1204	deliver in writing to the dissolved corporation or successor
1205	entity a notice rejecting the offer within 120 days after
1206	receipt of such offer, the claimant is deemed to have accepted
1207	such security as the sole source from which to satisfy his or
1208	her claim against the corporation.
1209	(6)  A dissolved corporation or successor entity that has
1210	given notice in accordance with subsections (2) and (4) shall
1211	petition the circuit court in the county where the corporation's
1212	principal office is located or was located on the effective date
1213	of dissolution to determine the amount and form of security
1214	which is sufficient to provide compensation to a claimant who
1215	has rejected the offer for security made pursuant to subsection
1216	(5).
1217	(7)  A dissolved corporation or successor entity that has
1218	given notice in accordance with subsection (2) shall petition
1219	the circuit court in the county where the corporation's
1220	principal office is located or was located on the effective date
1221	of dissolution to determine the amount and form of security
1222	which is sufficient to provide compensation to claimants whose
1223	claims are known to the corporation or successor entity but
1224	whose identities are unknown. The court shall appoint a guardian
1225	ad litem to represent all claimants whose identities are unknown
1226	in any proceeding brought under this subsection. The reasonable
1227	fees and expenses of such guardian, including all reasonable
1228	expert witness fees, shall be paid by the petitioner in such
1229	proceeding.
1230	(8)  The giving of any notice or making of any offer
1231	pursuant to this section does not revive any claim then barred,
1232	does not constitute acknowledgment by the dissolved corporation
1233	or successor entity that any person to whom such notice is sent
1234	is a proper claimant, and does not operate as a waiver of any
1235	defense or counterclaim in respect of any claim asserted by any
1236	person to whom such notice is sent.
1237	(9)  A dissolved corporation or successor entity that has
1238	followed the procedures described in subsections (2)-(7) shall:
1239	(a)  Pay the claims admitted or made and not rejected in
1240	accordance with subsection (3);
1241	(b)  Post the security offered and not rejected pursuant to
1242	subsection (5);
1243	(c)  Post any security ordered by the circuit court in any
1244	proceeding under subsections (6) and (7); and
1245	(d)  Pay or make provision for all other known obligations
1246	of the corporation or the successor entity. Such claims or
1247	obligations shall be paid in full, and any provision for
1248	payments shall be made in full if there are sufficient funds. If
1249	there are insufficient funds, the claims and obligations shall
1250	be paid or provided for according to their priority and, among
1251	claims of equal priority, ratably to the extent of funds legally
1252	available for payment. Any remaining funds shall be distributed
1253	in accordance with s. 617.1406; however, such distribution may
1254	not be made until 150 days after the date of the last notice of
1255	rejections given pursuant to subsection (3). In the absence of
1256	actual fraud, the judgment of the directors of the dissolved
1257	corporation or the governing persons of the successor entity as
1258	to the provisions made for the payment of all obligations under
1259	this paragraph is conclusive.
1260	(10)  A dissolved corporation or successor entity that has
1261	not followed the procedures described in subsections (2) and (3)
1262	shall pay or make reasonable provision to pay all known claims
1263	and obligations, including all contingent, conditional, or
1264	unmatured claims known to the corporation or the successor
1265	entity and all claims that are known to the dissolved
1266	corporation or the successor entity but for which the identity
1267	of the claimant is unknown. Such claims shall be paid in full,
1268	and any provision for payment made shall be made in full if
1269	there are sufficient funds. If there are insufficient funds,
1270	such claims and obligations shall be paid or provided for
1271	according to their priority and, among claims of equal priority,
1272	ratably to the extent of funds legally available for payment
1273	thereof. Any remaining funds shall be distributed in accordance
1274	with s. 617.1406.
1275	(11)  Directors of a dissolved corporation or governing
1276	persons of a successor entity that has complied with subsection
1277	(9) or subsection (10) are not personally liable to the
1278	claimants of the dissolved corporation.
1279	(12)  A member of a dissolved corporation the assets of
1280	which were distributed pursuant to subsection (9) or subsection
1281	(10) is not liable for any claim against the corporation greater
1282	than the member's pro rata share of the claim or the amount
1283	distributed to the member, whichever is less.
1284	(13)  A member of a dissolved corporation, the assets of
1285	which were distributed pursuant to subsection (9), is not liable
1286	for any claim against the corporation which is known to the
1287	corporation or successor entity and on which a proceeding is
1288	begun after the expiration of 3 years following the effective
1289	date of dissolution.
1290	(14)  The aggregate liability of any member of a dissolved
1291	corporation for claims against the dissolved corporation may not
1292	be greater than the amount distributed to the member in
1293	dissolution.
1294	Section 33.  Subsection (6) of section 617.1421, Florida
1295	Statutes, is repealed.
1296	Section 34.  Section 617.1422, Florida Statutes, is amended
1297	to read:
1298	617.1422  Reinstatement following administrative
1299	dissolution.--
1300	(1)(a)  A corporation administratively dissolved under s.
1301	617.1421 may apply to the department of State for reinstatement
1302	at any time after the effective date of dissolution. The
1303	corporation must submit a reinstatement form prescribed and
1304	furnished by the department or a current uniform business report
1305	signed by a registered agent and an officer or director and
1306	submit application must:
1307	1.  Recite the name of the corporation and the effective
1308	date of its administrative dissolution;
1309	2.  State that the ground or grounds for dissolution either
1310	did not exist or have been eliminated and that no further
1311	grounds currently exist for dissolution;
1312	3.  State that the corporation's name satisfies the
1313	requirements of s. 617.0401; and
1314	4.  State that all fees owed by the corporation and
1315	computed at the rate provided by law at the time the corporation
1316	applies for reinstatement. have been paid; or
1317	(b)  Submit a current annual report, signed by the
1318	registered agent and an officer or director, which substantially
1319	complies with the requirements of paragraph (a).
1320	(2)  If the department of State determines that the
1321	application contains the information required by subsection (1)
1322	and that the information is correct, it shall file the document,
1323	cancel the certificate of dissolution, and reinstate the
1324	corporation effective on the date which the reinstatement
1325	document is filed.
1326	(3)  When the reinstatement is effective, it relates back
1327	to and takes effect as of the effective date of the
1328	administrative dissolution and the corporation resumes carrying
1329	on its business affairs as if the administrative dissolution had
1330	never occurred.
1331	(4)  The name of the dissolved corporation is not available
1332	for assumption or use by another corporation until 1 year after
1333	the effective date of dissolution unless the dissolved
1334	corporation provides the department with an affidavit executed
1335	pursuant to s. 617.01201 authorizing the immediate assumption or
1336	use of the name by another corporation.
1337	(5)(4)  If the name of the dissolved corporation has been
1338	lawfully assumed in this state by another corporation, the
1339	department of State shall require the dissolved corporation to
1340	amend its articles of incorporation to change its name before
1341	accepting its application for reinstatement.
1342	Section 35.  Subsection (2) of section 617.1430, Florida
1343	Statutes, is amended to read:
1344	617.1430  Grounds for judicial dissolution.--A circuit
1345	court may dissolve a corporation:
1346	(2)  In a proceeding brought by at least 50 members or
1347	members holding at least 10 percent of the voting power,
1348	whichever is less, or by a member or group or percentage of
1349	members as otherwise provided in the articles of incorporation
1350	or bylaws, or by a director or any person authorized in the
1351	articles of incorporation, by a member if it is established
1352	that:
1353	(a)  The directors are deadlocked in the management of the
1354	corporate affairs, the members are unable to break the deadlock,
1355	and irreparable injury to the corporation is threatened or being
1356	suffered;
1357	(b)  The members are deadlocked in voting power and have
1358	failed to elect successors to directors whose terms have expired
1359	or would have expired upon qualification of their successors; or
1360	(c)  The corporate assets are being misapplied or wasted.
1361	Section 36.  Subsection (2) of section 617.1503, Florida
1362	Statutes, is amended to read:
1363	617.1503  Application for certificate of authority.--
1364	(2)  The foreign corporation shall deliver with the
1365	completed application a certificate of existence, (or a document
1366	of similar import,) duly authenticated, within not more than 90
1367	days prior to delivery of the application to the department of
1368	State, by the Secretary of State or other official having
1369	custody of corporate records in the jurisdiction under the law
1370	of which it is incorporated. A translation of the certificate,
1371	under oath of the translator, must be attached to a certificate
1372	that which is in a language other than the English language.
1373	Section 37.  Subsection (2) of section 617.1504, Florida
1374	Statutes, is amended to read:
1375	617.1504  Amended certificate of authority.--
1376	(2)  Such application shall be made within 90 30 days after
1377	the occurrence of any change mentioned in subsection (1), shall
1378	be made on forms prescribed by the department of State, shall be
1379	executed and filed in the same manner as an original application
1380	for authority, and shall set forth:
1381	(a)  The name of the foreign corporation as it appears on
1382	the department's records of the Department of State;
1383	(b)  The jurisdiction of its incorporation;
1384	(c)  The date it was authorized to conduct its affairs in
1385	this state;
1386	(d)  If the name of the foreign corporation has been
1387	changed, the name relinquished, the new name, a statement that
1388	the change of name has been effected under the laws of the
1389	jurisdiction of its incorporation, and the date the change was
1390	effected;
1391	(e)  If the period of duration has been changed, a
1392	statement of such change and the date the change was effected;
1393	(f)  If the jurisdiction of incorporation has been changed,
1394	a statement of such change and the date the change was effected;
1395	and
1396	(g)  If the purpose or purposes that which the corporation
1397	intends to pursue in this state have been changed, a statement
1398	of such new purpose or purposes, and a further statement that
1399	the corporation is authorized to pursue such purpose or purposes
1400	in the jurisdiction of its incorporation.
1401	Section 38.  Section 617.1506, Florida Statutes, is amended
1402	to read:
1403	617.1506  Corporate name of foreign corporation.--
1404	(1)  A foreign corporation may is not entitled to file an
1405	application for a certificate of authority unless the corporate
1406	name of such corporation satisfies the requirements of s.
1407	617.0401. To obtain or maintain a certificate of authority to
1408	transact business in this state, the foreign corporation:
1409	(a)  May add the word "corporation" or "incorporated" or
1410	the abbreviation "corp." or "inc." or words of like import,
1411	which as will clearly indicate that it is a corporation instead
1412	of a natural person or partnership or other business entity;
1413	however, to its corporate name for use in this state, provided,
1414	the name of a foreign corporation may not contain the word
1415	"company" or the abbreviation "co."; or
1416	(b)  May use an alternate name to transact business in this
1417	state if its real name is unavailable. Any alternate corporate
1418	name adopted for use in this state must be cross-referenced to
1419	the real corporate name in the records of the Division of
1420	Corporations. If the real corporate name of the corporation
1421	becomes available in this state or if the corporation chooses to
1422	change its alternate name and it delivers to the Department of
1423	State, for filing, a copy of the resolution of its board of
1424	directors, changing or withdrawing the alternate name and
1425	executed as required by s. 617.01201, must be delivered for
1426	filing adopting an alternate name.
1427	(2)  The corporate name, including the alternate name, of a
1428	foreign corporation must be distinguishable, within the records
1429	of the Division of Corporations, from:
1430	(a)  Any corporate name of a corporation for profit
1431	incorporated or authorized to transact business in this state.
1432	(b)(a)  The alternate name of another foreign corporation
1433	authorized to transact business in this state.
1434	(c)(b)  The corporate name of a not-for-profit corporation
1435	incorporated or authorized to transact business in this state.
1436	(d)(c)  The names of all other entities or filings, except
1437	fictitious name registrations pursuant to s. 865.09, organized,
1438	or registered under the laws of this state, that are on file
1439	with the Division of Corporations.
1440	(3)  If a foreign corporation authorized to transact
1441	business in this state changes its corporate name to one that
1442	does not satisfy the requirements of s. 617.0401 607.0401, such
1443	corporation may not transact business in this state under the
1444	changed name until the corporation adopts a name satisfying the
1445	requirements of s. 617.0401 607.0401.
1446	(4)  The corporate name must be distinguishable from the
1447	names of all other entities or filings, organized, registered,
1448	or reserved under the laws of the state that are on file with
1449	the Division of Corporations, except fictitious name
1450	registrations pursuant to s. 865.09.
1451	Section 39.  Subsection (6) of section 617.1530, Florida
1452	Statutes, is amended to read:
1453	617.1530  Grounds for revocation of authority to conduct
1454	affairs.--The Department of State may commence a proceeding
1455	under s. 617.1531 to revoke the certificate of authority of a
1456	foreign corporation authorized to conduct its affairs in this
1457	state if:
1458	(6)  The department of State receives a duly authenticated
1459	certificate from the Secretary of State or other official having
1460	custody of corporate records in the jurisdiction under the law
1461	of which the foreign corporation is incorporated stating that it
1462	has been dissolved or disappeared as the result of a merger.
1463	Section 40.  Paragraph (a) of subsection (5) of section
1464	617.1601, Florida Statutes, is amended to read:
1465	617.1601  Corporate records.--
1466	(5)  A corporation shall keep a copy of the following
1467	records:
1468	(a)  Its articles of incorporation or restated articles of
1469	incorporation and all amendments to them currently in effect.
1470	Section 41.  Subsections (1), (2), and (4) of section
1471	617.1602, Florida Statutes, are amended to read:
1472	617.1602  Inspection of records by members.--
1473	(1)  A member of a corporation is entitled to inspect and
1474	copy, during regular business hours at the corporation's
1475	principal office or at a reasonable location specified by the
1476	corporation, any of the records of the corporation described in
1477	s. 617.1601(5), if the member gives the corporation written
1478	notice of his or her demand at least 10 5 business days before
1479	the date on which he or she wishes to inspect and copy.
1480	(2)  A member of a corporation is entitled to inspect and
1481	copy, during regular business hours at a reasonable location
1482	specified by the corporation, any of the following records of
1483	the corporation if the member meets the requirements of
1484	subsection (3) and gives the corporation written notice of his
1485	or her demand at least 10 5 business days before the date on
1486	which he or she wishes to inspect and copy:
1487	(a)  Excerpts from minutes of any meeting of the board of
1488	directors, records of any action of a committee of the board of
1489	directors while acting in place of the board of directors on
1490	behalf of the corporation, minutes of any meeting of the
1491	members, and records of action taken by the members or board of
1492	directors without a meeting, to the extent not subject to
1493	inspection under subsection (1).
1494	(b)  Accounting records of the corporation.
1495	(c)  The record of members.
1496	(d)  Any other books and records.
1497	(4)  This section does not affect:
1498	(a)  The right of a member to inspect and copy records
1499	under s. 617.0730(6), or, if the member is in litigation with
1500	the corporation to inspect and copy records, to the same extent
1501	as any other litigant.
1502	(b)  The power of a court, independently of this chapter
1503	act, to compel the production of corporate records for
1504	examination.
1505	Section 42.  Section 617.1605, Florida Statutes, is amended
1506	to read:
1507	617.1605  Financial reports for members.--A corporation,
1508	upon a member's written demand, shall furnish that member its
1509	latest annual financial statements, which may be consolidated or
1510	combined statements of the corporation and one or more of its
1511	subsidiaries or affiliates, as appropriate, and which include a
1512	balance sheet as of the end of the fiscal year and a statement
1513	of operations for that year. If financial statements are
1514	prepared for the corporation on the basis of generally accepted
1515	accounting principles, the annual financial statements must also
1516	be prepared on such basis. Within 60 days following the end of
1517	the fiscal or calendar year or annually on such date as is
1518	otherwise provided in the bylaws of the corporation, the board
1519	of directors of the corporation shall mail or furnish by
1520	personal delivery to each member a complete financial report of
1521	actual receipts and expenditures for the previous 12 months. The
1522	report shall show the amounts of receipts by accounts and
1523	receipt classifications and shall show the amounts of expenses
1524	by accounts and expense classifications.
1525	Section 43.  Section 617.1703, Florida Statutes, is created
1526	to read:
1527	617.1703  Application of chapter.--In the event of any
1528	conflict between the provisions of this chapter and chapter 718
1529	regarding condominiums, chapter 719 regarding cooperatives,
1530	chapter 720 regarding homeowners' associations, chapter 721
1531	regarding timeshares, or chapter 723 regarding mobile home
1532	owners' associations, the provisions of such other chapters
1533	shall apply. The provisions of ss. 617.0605-617.0608 do not
1534	apply to corporations regulated by any of the foregoing chapters
1535	or to any other corporation where membership in the corporation
1536	is required pursuant to a document recorded in the county
1537	property records.
1538	Section 44.  Subsection (8) is added to section 617.1803,
1539	Florida Statutes, to read:
1540	617.1803  Domestication of foreign not-for-profit
1541	corporations.--
1542	(8)  When a domestication becomes effective:
1543	(a)  The title to all real and personal property, both
1544	tangible and intangible, of the foreign corporation remains in
1545	the domesticated corporation without reversion or impairment;
1546	(b)  The liabilities of the foreign corporation remain the
1547	liabilities of the domesticated corporation;
1548	(c)  An action or proceeding against the foreign
1549	corporation continues against the domesticated corporation as if
1550	the domestication had not occurred;
1551	(d)  The articles of incorporation attached to the
1552	certificate of domestication constitute the articles of
1553	incorporation of the domesticated corporation; and
1554	(e)  Membership interests in the foreign corporation remain
1555	identical in the domesticated corporation.
1556	Section 45.  Section 617.1806, Florida Statutes, is amended
1557	to read:
1558	617.1806  Conversion to corporation not for profit;
1559	petition and contents.--A petition for conversion to a
1560	corporation not for profit pursuant to s. 617.1805 shall be
1561	accompanied by the written consent of all the shareholders
1562	authorizing the change in the corporate nature and directing an
1563	authorized officer to file such petition before the court,
1564	together with a statement agreeing to accept all the property of
1565	the petitioning corporation and agreeing to assume and pay all
1566	its indebtedness and liabilities, and the proposed articles of
1567	incorporation signed by the president and secretary of the
1568	petitioning corporation which shall set forth the provisions
1569	required in original articles of incorporation by s. 617.0202.
1570	Section 46.  Section 617.1907, Florida Statutes, is amended
1571	to read:
1572	617.1907  Effect of repeal or amendment of prior acts.--
1573	(1)  Except as provided in subsection (2), the repeal or
1574	amendment of a statute by this act does not affect:
1575	(a)  The operation of the statute or any action taken under
1576	it before its repeal or amendment;
1577	(b)  Any ratification, right, remedy, privilege,
1578	obligation, or liability acquired, accrued, or incurred under
1579	the statute before its repeal or amendment;
1580	(c)  Any violation of the statute, or any penalty,
1581	forfeiture, or punishment incurred because of the violation,
1582	before its repeal or amendment; or
1583	(d)  Any proceeding, reorganization, or dissolution
1584	commenced under the statute before its repeal or amendment, and
1585	the proceeding, reorganization, or dissolution may be completed
1586	in accordance with the statute as if it had not been repealed or
1587	amended.
1588	(2)  If a penalty or punishment imposed for violation of a
1589	statute repealed or amended by this act is reduced by this act,
1590	the penalty or punishment if not already imposed shall be
1591	imposed in accordance with this act.
1592	Section 47.  Section 617.2103, Florida Statutes, is
1593	repealed.
1594	Section 48.  This act shall take effect October 1, 2008.

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