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 be

225

legible. If electronically transmitted, the document must be in a

226

format that may be retrieved or reproduced in typewritten or

227

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 nonprofit

260

organization, and the Secretary of State may not assess any such

261

fees if the citizen support organization is certified by the

262

Department of Environmental Protection to the Secretary of State

263

as being under contract with the Department of Environmental

264

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; and

282

     3.  Correct the incorrect statement or defective execution;

283

and

284

     (b)  By delivering the executed articles of correction to

285

the department of State for filing.

286

     Section 4.  Section 617.01401, Florida Statutes, is amended

287

to read:

288

     617.01401 Definitions.--As used in this chapter act, unless

289

the context otherwise requires, the term:

290

     (1)  "Articles of incorporation" includes original, amended,

291

and restated articles of incorporation, articles of

292

consolidation, and articles of merger, and all amendments

293

thereto, including documents designated by the laws of this state

294

as charters, and, in the case of a foreign corporation, documents

295

equivalent to articles of incorporation in the jurisdiction of

296

incorporation.

297

     (2)  "Board of directors" means the group of persons vested

298

with the management of the affairs of the corporation

299

irrespective of the name by which such group is designated,

300

including, but not limited to, managers or trustees.

301

     (3)  "Bylaws" means the code or codes of rules adopted for

302

the regulation or management of the affairs of the corporation

303

irrespective of the name or names by which such rules are

304

designated.

305

     (4)  "Corporation" or "domestic corporation" means a

306

corporation not for profit, subject to the provisions of this

307

chapter act, except a foreign corporation.

308

     (5)  "Corporation not for profit" means a corporation no

309

part of the income or profit of which is distributable to its

310

members, directors, or officers, except as otherwise provided

311

under this chapter.

312

     (6) "Department" means the Department of State.

313

     (7) "Distribution" means the payment of a dividend or any

314

part of the income or profit of a corporation to its members,

315

directors, or officers. A donation or transfer of corporate

316

assets or income to or from another not-for-profit corporation

317

qualified as tax-exempt under s. 501(c) of the Internal Revenue

318

Code or a governmental organization exempt from federal and state

319

income taxes, if such corporation or governmental organization is

320

a member of the corporation making such donation or transfer, is

321

not a distribution for purposes of this chapter.

322

     (8)(6) "Electronic transmission" means any form of

323

communication, not directly involving the physical transmission

324

or transfer of paper, which creates a record that may be

325

retained, retrieved, and reviewed by a recipient thereof and

326

which may be directly reproduced in a comprehensible and legible

327

paper form by such recipient through an automated process.

328

Examples of electronic transmission include, but are not limited

329

to, telegrams, facsimile transmissions of images, and text that

330

is sent via electronic mail between computers.

331

     (9)(7) "Foreign corporation" means a corporation not for

332

profit organized under laws other than the laws of this state.

333

     (10)(8) "Insolvent" means the inability of a corporation to

334

pay its debts as they become due in the usual course of its

335

affairs.

336

     (11)(9) "Mail" means the United States mail, facsimile

337

transmissions, and private mail carriers handling nationwide mail

338

services.

339

     (12)(10) "Member" means one having membership rights in a

340

corporation in accordance with the provisions of its articles of

341

incorporation or bylaws or the provisions of this chapter act.

342

     (13) "Mutual benefit corporation" means a domestic

343

corporation that is not organized primarily or exclusively for

344

religious purposes; is not recognized as exempt under s.

345

501(c)(3) of the Internal Revenue Code, or the corresponding

346

section of a subsequently enacted federal revenue act; and is not

347

organized for a public or charitable purpose that is required

348

upon its dissolution to distribute its assets to the United

349

States, a 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, or the corresponding section of a subsequently enacted

352

federal revenue act. The term does not include an association

353

organized under chapter 718, chapter 719, chapter 720, or chapter

354

721, or any corporation where membership in the corporation is

355

required pursuant to a document recorded in county property

356

records.

357

     (14)(11) "Person" includes individual and entity.

358

     (15) "Successor entity" means any trust, receivership, or

359

other legal entity that is governed by the laws of this state to

360

which the remaining assets and liabilities of a dissolved

361

corporation are transferred and that exists solely for the

362

purposes of prosecuting and defending suits by or against the

363

dissolved corporation and enabling the dissolved corporation to

364

settle and close the business of the dissolved corporation, to

365

dispose of and convey the property of the dissolved corporation,

366

to discharge the liabilities of the dissolved corporation, and to

367

distribute to the dissolved corporation's members any remaining

368

assets, but not for the purpose of continuing the business for

369

which the dissolved corporation was organized.

370

     (16) "Voting power" means the total number of votes

371

entitled to be cast for the election of directors at the time the

372

determination of voting power is made, excluding a vote that is

373

contingent upon the happening of a condition or event that has

374

not yet occurred. If the members of a class are entitled to vote

375

as a class to elect directors, the determination of the voting

376

power of the class is based on the percentage of the number of

377

directors the class is entitled to elect relative to the total

378

number of authorized directors. If the corporation's directors

379

are not elected by the members, voting power shall, unless

380

otherwise provided in the articles of incorporation or bylaws, be

381

on a one-member, one-vote basis.

382

     Section 5.  Subsection (1) of section 617.0205, Florida

383

Statutes, is amended to read:

384

     617.0205  Organizational meeting of directors.--

385

     (1)  After incorporation:

386

     (a)  If initial directors are named in the articles of

387

incorporation, the initial directors shall hold an organizational

388

meeting, at the call of a majority of the directors, to complete

389

the organization of the corporation by appointing officers,

390

adopting bylaws, and carrying on any other business brought

391

before the meeting;

392

     (b) If initial directors are not named in the articles of

393

incorporation, the incorporators shall hold an organizational

394

meeting at the call of a majority of the incorporators:

395

     1.  To elect directors and complete the organization of the

396

corporation; or

397

     2.  To elect a board of directors who shall complete the

398

organization of the corporation.

399

     Section 6.  Subsections (7) and (16) of section 617.0302,

400

Florida Statutes, are amended to read:

401

     617.0302  Corporate powers.--Every corporation not for

402

profit organized under this act, unless otherwise provided in its

403

articles of incorporation or bylaws, shall have power to:

404

     (7) Make contracts and guaranties, incur liabilities,

405

borrow money at such rates of interest as the corporation may

406

determine, issue its notes, bonds, and other obligations, and

407

secure any of its obligations by mortgage and pledge of all or

408

any of its property, franchises, or income.

409

     (16)  Merge with other corporations or other business

410

entities identified in s. 607.1108(1), both for profit and not

411

for profit, domestic and foreign, if the surviving corporation or

412

other surviving business entity is a corporation not for profit

413

or other business entity that has been organized as a not-for-

414

profit entity under a governing statute or other applicable law

415

that permits such a merger.

416

     Section 7.  Subsection (12) is added to section 617.0503,

417

Florida Statutes, to read:

418

     617.0503  Registered agent; duties; confidentiality of

419

investigation records.--

420

     (12) Any alien business organization may withdraw its

421

registered agent designation by delivering an application for

422

certificate of withdrawal to the department for filing. The

423

application shall set forth:

424

     (a) The name of the alien business organization and the

425

jurisdiction under the law of which it is incorporated or

426

organized; and

427

     (b) That it is no longer required to maintain a registered

428

agent in this state.

429

     Section 8.  Section 617.0505, Florida Statutes, is amended

430

to read:

431

     617.0505 Distributions; exceptions Payment of dividends and

432

distribution of income to members prohibited; issuance of

433

certificates of membership; effect of stock issued under prior

434

law.--

435

     (1) Except as authorized in s. 617.1302, A dividend may not

436

be paid, and any part of the income or profit of a corporation

437

may not make distributions be distributed, to its members,

438

directors, or officers.

439

     (1) A mutual benefit corporation, such as a private club

440

that is established for social, pleasure, or recreational

441

purposes and that is organized as a corporation of which the

442

equity interests are held by the members, may, subject to s.

443

617.1302, purchase the equity membership interest of any member,

444

and the payment for such interest is not a distribution for

445

purposes of this section.

446

     (2) A corporation may pay compensation in a reasonable

447

amount to its members, directors, or officers for services

448

rendered, may confer benefits upon its members in conformity with

449

its purposes, and, upon dissolution or final liquidation, may

450

make distributions to its members as permitted by this chapter

451

act.

452

     (3) If expressly permitted by its articles of

453

incorporation, a corporation may make distributions upon partial

454

liquidation to its members, as permitted by this section. Any

455

such payment, benefit, or distribution does not constitute a

456

dividend or a distribution of income or profit for purposes of

457

this section.

458

     (4) A Any corporation that which is a utility exempt from

459

regulation under s. 367.022(7), whose articles of incorporation

460

state that it is exempt from taxation under s. 501(c)(12) of the

461

Internal Revenue Code or the corresponding section of a

462

subsequently enacted federal revenue act, may make such refunds

463

to its members, prior to a dissolution or liquidation, as its

464

managing board deems necessary to establish or preserve its tax-

465

exempt status. Any such refund does not constitute a dividend or

466

a distribution of income or profit for purposes of this section.

467

     (5) A corporation that is regulated by chapter 718, chapter

468

719, chapter 720, chapter 721, or chapter 723, or a corporation

469

where membership in such corporation is required pursuant to a

470

document recorded in the county property records, may make

471

refunds to its members, giving credits to its members, disbursing

472

insurance proceeds to its members, or disbursing or paying

473

settlements to its members without violating this section.

474

     (2) Subject to subsection (1), a corporation may issue

475

certificates in any form evidencing membership in the

476

corporation.

477

     (3) Stock certificates issued under former s. 617.011(2),

478

Florida Statutes (1989), constitute membership certificates for

479

purposes of this act.

480

     Section 9.  Subsections (1), (2), and (5) of section

481

617.0601, Florida Statutes, are amended to read:

482

     617.0601  Members, generally.--

483

     (1)(a)  A corporation may have one or more classes of

484

members or may have no members.  If the corporation has one or

485

more classes of members, the designation of such class or

486

classes, the qualifications and rights of the members of each

487

class, any quorum and voting requirements for meetings and

488

activities of the members, and notice requirements sufficient to

489

provide notice of meetings and activities of the members must be

490

set forth in the articles of incorporation or in the bylaws.

491

     (b)  The articles of incorporation or bylaws of any

492

corporation not for profit that maintains chapters or affiliates

493

may grant representatives of such chapters or affiliates the

494

right to vote in conjunction with the board of directors of the

495

corporation notwithstanding applicable quorum or voting

496

requirements of this chapter act if the corporation is registered

497

with the department of State pursuant to ss. 496.401-496.424 ss.

498

496.001-496.011, the Solicitation of Contributions Funds Act.

499

     (c)  This subsection does not apply to any condominium

500

association organized under chapter 718.

501

     (2)  A corporation may issue certificates of membership.

502

Stock certificates issued under former s. 617.011(2), Florida

503

Statutes (1989), constitute certificates of membership for

504

purposes of this section.

505

     (5) Membership in the corporation may be terminated in the

506

manner provided by law, by the articles of incorporation, or by

507

the bylaws, and A resignation, expulsion, or termination of

508

membership pursuant to s. 617.0606 or s. 617.0607 shall be

509

recorded in the membership book.  Unless otherwise provided in

510

the articles of incorporation or the bylaws, all the rights and

511

privileges of a member cease on termination of membership.

512

     Section 10.  Section 617.0605, Florida Statutes, is created

513

to read:

514

     617.0605 Transfer of membership interests.--

515

     (1) A member of a corporation may not transfer a membership

516

or any right arising from membership except as otherwise allowed

517

in this section.

518

     (2) Except as set forth in the articles of incorporation or

519

bylaws of a mutual benefit corporation, a member of a mutual

520

benefit corporation may not transfer a membership or any right

521

arising from membership.

522

     (3) If transfer rights have been provided for one or more

523

members of a mutual benefit corporation, a restriction on such

524

rights is not binding with respect to a member holding a

525

membership issued before the adoption of the restriction unless

526

the restriction is approved by the members and the affected

527

member.

528

     Section 11.  Section 617.0606, Florida Statutes, is created

529

to read:

530

     617.0606 Resignation of members.--

531

     (1) Except as may be provided in the articles of

532

incorporation or bylaws of a corporation, a member of a mutual

533

benefit corporation may not transfer a membership or any right

534

arising from membership.

535

     (2) The resignation of a member does not relieve the member

536

from any obligations that the member may have to the corporation

537

as a result of obligations incurred or commitments made before

538

resignation.

539

     Section 12.  Section 617.0607, Florida Statutes, is created

540

to read:

541

     617.0607 Termination, expulsion, and suspension.--

542

     (1) A member of a corporation may not be expelled or

543

suspended, and a membership in the corporation may not be

544

terminated or suspended, except pursuant to a procedure that is

545

fair and reasonable and is carried out in good faith.

546

     (2) Any written notice given by mail must be delivered by

547

certified mail or first-class mail to the last address of the

548

member shown on the records of the corporation.

549

     (3) Any proceeding challenging an expulsion, suspension, or

550

termination, including a proceeding in which the defective notice

551

is alleged, must be commenced within 1 year after the effective

552

date of the expulsion, suspension, or termination.

553

     (4) A member who has been expelled or suspended may be

554

liable to the corporation for dues, assessments, or fees as a

555

result of obligations incurred or commitments made before

556

expulsion or suspension.

557

     Section 13.  Section 617.0608, Florida Statutes, is created

558

to read:

559

     617.0608 Purchase of memberships.--

560

     (1) A corporation may not purchase any of its memberships

561

or any right arising from membership except as provided in s.

562

617.0505 or subsection (2).

563

     (2) Subject to s. 617.1302, a mutual benefit corporation

564

may purchase the membership of a member who resigns, or whose

565

membership is terminated, for the amount and pursuant to the

566

conditions set forth in its articles of incorporation or bylaws.

567

     Section 14.  Subsections (3), (4), and (6) of section

568

617.0701, Florida Statutes, are amended to read:

569

     617.0701  Meetings of members, generally; failure to hold

570

annual meeting; special meeting; consent to corporate actions

571

without meetings; waiver of notice of meetings.--

572

     (3) Except as provided in the articles of incorporation or

573

bylaws, special meetings of the members may be called by:

574

     (a) The president;,

575

     (b) The chair of the board of directors;,

576

     (c) The board of directors;, or such

577

     (d) Other officers or persons as are provided for in the

578

articles of incorporation or the bylaws;.

579

     (e) The holders of at least 5 percent of the voting power

580

of a corporation when one or more written demands for the

581

meeting, which describe the purpose for which the meeting is to

582

be held, are signed, dated, and delivered to a corporate officer;

583

or

584

     (f) A person who signs a demand for a special meeting

585

pursuant to paragraph (e) if notice for a special meeting is not

586

given within 30 days after receipt of the demand. The person

587

signing the demand may set the time and place of the meeting and

588

give notice under this subsection.

589

     (4)(a) Unless otherwise provided in the articles of

590

incorporation, action required or permitted by this chapter act

591

to be taken at an annual or special meeting of members may be

592

taken without a meeting, without prior notice, and without a vote

593

if the action is taken by the members entitled to vote on such

594

action and having not less than the minimum number of votes

595

necessary to authorize such action at a meeting at which all

596

members entitled to vote on such action were present and voted.

597

     (a) In order To be effective, the action must be evidenced

598

by one or more written consents describing the action taken,

599

dated and signed by approving members having the requisite number

600

of votes and entitled to vote on such action, and delivered to

601

the corporation by delivery to its principal office in this

602

state, its principal place of business, the corporate secretary,

603

or another officer or agent of the corporation having custody of

604

the book in which proceedings of meetings of members are

605

recorded. Written consent shall not be effective to take the

606

corporate action referred to in the consent is not effective

607

unless the consent is signed by members having the requisite

608

number of votes necessary to authorize the action within 90 60

609

days after of the date of the earliest dated consent and is

610

delivered in the manner required by this section.

611

     (b)  Any written consent may be revoked prior to the date

612

that the corporation receives the required number of consents to

613

authorize the proposed action. A revocation is not effective

614

unless in writing and until received by the corporation at its

615

principal office in this state or its principal place of

616

business, or received by the corporate secretary or other officer

617

or agent of the corporation having custody of the book in which

618

proceedings of meetings of members are recorded.

619

     (c) Within 30 10 days after obtaining such authorization by

620

written consent, notice must be given to those members who are

621

entitled to vote on the action but who have not consented in

622

writing.  The notice must fairly summarize the material features

623

of the authorized action.

624

     (d)  A consent signed under this section has the effect of a

625

meeting vote and may be described as such in any document.

626

     (e)  If the action to which the members consent is such as

627

would have required the filing of articles or a certificate under

628

any other section of this chapter act if such action had been

629

voted on by members at a meeting thereof, the articles or

630

certificate filed under such other section must state that

631

written consent has been given in accordance with the provisions

632

of this section.

633

     (f)  Whenever action is taken pursuant to this section, the

634

written consent of the members consenting to such action or the

635

written reports of inspectors appointed to tabulate such consents

636

must be filed with the minutes of member proceedings of members.

637

     (6)  Subsections (1) and (3) do not apply to any corporation

638

that is an association as defined in s. 720.301, or a corporation

639

regulated by chapter 718, chapter 719, chapter 720, chapter 721,

640

or chapter 723, or a corporation where membership in such

641

corporation is required pursuant to a document recorded in the

642

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 by

647

the articles of incorporation or the bylaws.

648

     (2)  A member who is entitled to vote may vote in person or,

649

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 of

652

a proxy is not valid after 11 months following the date of its

653

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 it

661

or the signatory's authority to sign for the member.

662

     (3) If authorized by the board of directors, and subject to

663

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 communicate

676

and to read or hear the proceedings of the meeting substantially

677

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 chapter

685

act, the chair of the board, president, any vice president, the

686

secretary, or the treasurer of the member corporation, and any

687

such officer or cashier or trust officer of a banking or trust

688

corporation holding such membership, and any like officer of a

689

foreign corporation whether for profit or not for profit, holding

690

membership in a domestic corporation, shall be deemed by the

691

corporation in which membership is held to have the authority to

692

vote on behalf of the member corporation and to execute proxies

693

and written waivers and consents in relation thereto, unless,

694

before a vote is taken or a waiver or consent is acted upon, it

695

appears pursuant to is made to appear by a certified copy of the

696

bylaws or resolution of the board of directors or executive

697

committee of the member corporation that such authority does not

698

exist or is vested in some other officer or person. In the

699

absence of such certification, a person executing any such

700

proxies, waivers, or consents or presenting himself or herself at

701

a meeting as one of such officers of a corporate member shall be,

702

for the purposes of this section, conclusively deemed to be duly

703

elected, qualified, and acting as such officer and to be fully

704

authorized. In the case of conflicting representation, the

705

corporate member shall be deemed to be represented by its senior

706

officer, in the order first stated in this subsection.

707

     (5)(4) The articles of incorporation or the bylaws may

708

provide that, in all elections for directors, every member

709

entitled to vote has the right to cumulate his or her votes and

710

to give one candidate a number of votes equal to the number of

711

votes he or she could give if one director were being elected

712

multiplied by the number of directors to be elected or to

713

distribute such votes on the same principles among any number of

714

such candidates. A corporation may not have cumulative voting

715

unless such voting is expressly authorized in the articles of

716

incorporation.

717

     (6)(5) If a corporation has no members or its members do

718

not have the right to vote, the directors shall have the sole

719

voting power.

720

     (7)(6) Subsections (1), (2), (5) (4), and (6) (5) do not

721

apply to a corporation that is an association as defined in s.

722

720.301.

723

     Section 16.  Section 617.0725, Florida Statutes, is amended

724

to read:

725

     617.0725  Quorum.--An amendment to the articles of

726

incorporation or the bylaws which adds, that changes, or deletes

727

a greater or lesser quorum or voting requirement must meet the

728

same quorum or voting requirement and be adopted by the same vote

729

and voting groups required to take action under the quorum and

730

voting requirements then in effect or proposed to be adopted,

731

whichever is greater prescribed in the provision being amended.

732

     Section 17.  Section 617.07401, Florida Statutes, is created

733

to read:

734

     617.07401 Members' derivative actions.--

735

     (1) A person may not commence a proceeding in the right of

736

a domestic or foreign corporation unless the person was a member

737

of the corporation when the transaction complained of occurred or

738

unless the person became a member through transfer by operation

739

of law from one who was a member at that time.

740

     (2) A complaint in a proceeding brought in the right of a

741

domestic or foreign corporation must be verified and allege with

742

particularity the demand made to obtain action by the board of

743

directors and that the demand was refused or ignored by the board

744

of directors for at least 90 days after the date of the first

745

demand unless, before the expiration of the 90 days, the person

746

was notified in writing that the corporation rejected the demand,

747

or unless irreparable injury to the corporation would result by

748

waiting for the expiration of the 90-day period. If the

749

corporation commences an investigation of the charges made in the

750

demand or complaint, the court may stay any proceeding until the

751

investigation is completed.

752

     (3) The court may dismiss a derivative proceeding if, on

753

motion by the corporation, the court finds that one of the groups

754

specified in paragraphs (a)-(c) has made a good faith

755

determination after conducting a reasonable investigation upon

756

which its conclusions are based that the maintenance of the

757

derivative suit is not in the best interests of the corporation.

758

The corporation has the burden of proving the independence and

759

good faith of the group making the determination and the

760

reasonableness of the investigation. The determination shall be

761

made by:

762

     (a) A majority vote of independent directors present at a

763

meeting of the board of directors, if the independent directors

764

constitute a quorum;

765

     (b) A majority vote of a committee consisting of two or

766

more independent directors appointed by a majority vote of

767

independent directors present at a meeting of the board of

768

directors, whether or not such independent directors constitute a

769

quorum; or

770

     (c) A panel of one or more independent persons appointed by

771

the court upon motion by the corporation.

772

     (4) A proceeding commenced under this section may not be

773

discontinued or settled without the approval of the court. If the

774

court determines that a proposed discontinuance or settlement

775

substantially affects the interest of the members of the

776

corporation, or a class, series, or voting group of members, the

777

court shall direct that notice be given to the members affected.

778

The court may determine which party or parties to the proceeding

779

shall bear the expense of giving the notice.

780

     (5) Upon termination of the proceeding, the court may

781

require the plaintiff to pay any defendant's reasonable expenses,

782

including reasonable attorney's fees, incurred in defending the

783

proceeding if it finds that the proceeding was commenced without

784

reasonable cause.

785

     (6) The court may award reasonable expenses for maintaining

786

the proceeding, including reasonable attorney's fees, to a

787

successful plaintiff or to the person commencing the proceeding

788

who receives any relief, whether by judgment, compromise, or

789

settlement, and may require that the person account for the

790

remainder of any proceeds to the corporation; however, this

791

subsection does not apply to any relief rendered for the benefit

792

of injured members only and limited to a recovery of the loss or

793

damage of the injured members.

794

     Section 18.  Section 617.0801, Florida Statutes, is amended

795

to read:

796

     617.0801 Requirement for and Duties of board of

797

directors.--All corporate powers must be exercised by or under

798

the authority of, and the affairs of the corporation managed

799

under the direction of, its board of directors, subject to any

800

limitation set forth in the articles of incorporation.

801

     Section 19.  Section 617.0806, Florida Statutes, is amended

802

to read:

803

     617.0806 Staggered terms for directors.--The articles of

804

incorporation or bylaws may provide that directors may be divided

805

into classes and the terms of office of the several classes need

806

not be uniform. Each director shall hold office for the term to

807

which he or she is elected or appointed and until his or her

808

successor has been elected or appointed and qualified or until

809

his or her earlier resignation, removal from office, or death.

810

     Section 20.  Section 617.0808, Florida Statutes, is amended

811

to read:

812

     617.0808  Removal of directors.--

813

     (1) Subject to subsection (2), a director may be removed

814

from office pursuant to procedures provided in the articles of

815

incorporation or the bylaws, which shall provide the following,

816

and if they do not do so, shall be deemed to include the

817

following:

818

     (a)(1) Any member of the board of directors may be removed

819

from office with or without cause by:

820

     1. A majority of all votes of the directors, if the

821

director was elected or appointed by the directors; or

822

     2. A majority of all votes of the members, if the director

823

was elected or appointed by the members.

824

     (b) If a director is elected by a class, chapter, or other

825

organizational unit, or by region or other geographic grouping,

826

the director may be removed only by the members of that class,

827

chapter, unit, or grouping. However:

828

     1. A director may be removed only if the number of votes

829

cast to remove the director would be sufficient to elect the

830

director at a meeting to elect directors, except as provided in

831

subparagraphs 2. and 3.

832

     2. If cumulative voting is authorized, a director may not

833

be removed if the number of votes sufficient to elect the

834

director under cumulative voting is voted against the removal of

835

the director.

836

     3. If at the beginning of the term of a director the

837

articles of incorporation or bylaws provide that the director may

838

be removed for missing a specified number of board meetings, the

839

board may remove the director for failing to attend the specified

840

number of meetings. The director may be removed only if a

841

majority of the directors then in office vote for the removal the

842

vote or agreement in writing by a majority of all votes of the

843

membership.

844

     (c)(2) The notice of a meeting of the members to recall a

845

member or members of the board of directors shall state the

846

specific directors sought to be removed.

847

     (d)(3) A proposed removal of a director at a meeting shall

848

require a separate vote for each director whose removal is board

849

member sought to be removed. Where removal is sought by written

850

consent agreement, a separate consent agreement is required for

851

each director board member to be removed.

852

     (e)(4) If removal is effected at a meeting, any vacancies

853

created thereby shall be filled by the members or directors

854

eligible to vote for the removal at the same meeting.

855

     (f)(5) Any director who is removed from the board is shall

856

not be eligible to stand for reelection until the next annual

857

meeting at which directors are elected of the members.

858

     (g)(6) Any director removed from office shall turn over to

859

the board of directors within 72 hours any and all records of the

860

corporation in his or her possession.

861

     (h)(7) If a director who is removed does shall not

862

relinquish his or her office or turn over records as required

863

under this section, the circuit court in the county where the

864

corporation's principal office is located may summarily order the

865

director to relinquish his or her office and turn over corporate

866

records upon application of any member.

867

     (i) A director elected or appointed by the board may be

868

removed without cause by a vote of two-thirds of the directors

869

then in office or such greater number as is set forth in the

870

articles of incorporation or bylaws.

871

     (2) A director of a corporation described in s. 501(c) of

872

the Internal Revenue Code may be removed from office pursuant to

873

procedures provided in the articles of incorporation or the

874

bylaws, and the corporation may provide in the articles of

875

incorporation or the bylaws that it is subject to the provisions

876

of subsection (1).

877

     Section 21.  Section 617.0809, Florida Statutes, is amended

878

to read:

879

     617.0809 Board vacancy on board.--

880

     (1) Except as provided in s. 617.0808(1)(f), any vacancy

881

occurring on the board of directors may be filled by the

882

affirmative vote of the majority of the remaining directors, even

883

though the remaining directors constitute less than a quorum, or

884

by the sole remaining director, as the case may be, or, if the

885

vacancy is not so filled or if no director remains, by the

886

members or, on the application of any person, by the circuit

887

court of the county where the registered office of the

888

corporation is located.

889

     (2) Whenever a vacancy occurs with respect to a director

890

elected by a class, chapter, unit, or group, the vacancy may be

891

filled only by members of that class, chapter, unit, or group, or

892

by a majority of the directors then in office elected by such

893

class, chapter, unit, or group.

894

     (3)(2) The term of a director elected or appointed to fill

895

a vacancy expires at the next annual meeting at which directors

896

are elected shall be elected or appointed for the unexpired term

897

of his or her predecessor in office. Any directorship to be

898

filled by reason of an increase in the number of directors may be

899

filled by the board of directors, but only for a term of office

900

continuing until the next election of directors by the members

901

or, if the corporation has no members or no members having the

902

right to vote thereon, for such term of office as is provided in

903

the articles of incorporation or the bylaws.

904

     (4)(3) A vacancy that will occur at a specific later date,

905

by reason of a resignation effective at a later date under s.

906

617.0807 or otherwise, may be filled before the vacancy occurs.

907

However, the new director may not take office until the vacancy

908

occurs.

909

     Section 22.  Subsection (2) of section 617.0832, Florida

910

Statutes, is amended, and subsection (3) is added to that

911

section, to read:

912

     617.0832  Director conflicts of interest.--

913

     (2) For purposes of paragraph (1)(a) only, a conflict-of-

914

interest transaction is authorized, approved, or ratified if it

915

receives the affirmative vote of a majority of the directors on

916

the board of directors, or on the committee, who have no

917

relationship or interest in the transaction described in

918

subsection (1), but a transaction may not be authorized,

919

approved, or ratified under this section by a single director. If

920

a majority of the directors who have no relationship or interest

921

in the transaction vote to authorize, approve, or ratify the

922

transaction, a quorum is present for the purpose of taking action

923

under this section. The presence of, or a vote cast by, a

924

director having a relationship or interest in the transaction

925

does not affect the validity of any action taken under paragraph

926

(1)(a) if the transaction is otherwise authorized, approved, or

927

ratified as provided in subsection (1), but such presence or vote

928

of such a director may be counted for purposes of determining

929

whether the transaction is approved under other sections of this

930

chapter.

931

     (3) For purposes of paragraph (1)(b), a conflict-of-

932

interest transaction is authorized, approved, or ratified if it

933

receives the vote of a majority in interest of the members

934

entitled to vote under this subsection. A director who has a

935

relationship or interest in the transaction described in

936

subsection (1) may not vote to determine whether to authorize,

937

approve, or ratify a conflict-of-interest transaction under

938

paragraph (1)(b). However, the vote of that director is counted

939

in determining whether the transaction is approved under other

940

sections of this chapter. A majority in interest of the members

941

entitled to vote on the transaction under this subsection

942

constitutes a quorum for the purpose of taking action under this

943

section. Common or interested directors may be counted in

944

determining the presence of a quorum at a meeting of the board of

945

directors or a committee thereof which authorizes, approves, or

946

ratifies such contract or transaction.

947

     Section 23.  Section 617.0833, Florida Statutes, is amended

948

to read:

949

     617.0833  Loans to directors or officers.--Loans, other than

950

through the purchase of bonds, debentures, or similar obligations

951

of the type customarily sold in public offerings, or through

952

ordinary deposit of funds in a bank, may not be made by a

953

corporation to its directors or officers, or to any other

954

corporation, firm, association, or other entity in which one or

955

more of its directors or officers is a director or officer or

956

holds a substantial financial interest, except a loan by one

957

corporation which is exempt from federal income taxation under s.

958

501(c)(3) of the Internal Revenue Code or the corresponding

959

section of a subsequently enacted federal revenue act of 1986, as

960

amended, to another corporation which is exempt from federal

961

income taxation under s. 501(c)(3) of the Internal Revenue Code

962

or the corresponding section of a subsequently enacted federal

963

revenue act of 1986, as amended. A loan made in violation of this

964

section is a violation of the duty to the corporation of the

965

directors or officers authorizing it or participating in it, but

966

the obligation of the borrower with respect to the loan is shall

967

not be affected thereby.

968

     Section 24.  Subsection (1) of section 617.0834, Florida

969

Statutes, is amended to read:

970

     617.0834  Officers and directors of certain corporations and

971

associations not for profit; immunity from civil liability.--

972

     (1)  An officer or director of a nonprofit organization

973

recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of

974

the Internal Revenue Code of 1986, as amended, or of the

975

corresponding section of a subsequently enacted federal revenue

976

act, or of an agricultural or a horticultural organization

977

recognized under s. 501(c)(5), of the Internal Revenue Code of

978

1986, as amended, or of the corresponding section of a

979

subsequently enacted federal revenue act, is not personally

980

liable for monetary damages to any person for any statement,

981

vote, decision, or failure to take an action, regarding

982

organizational management or policy by an officer or director,

983

unless:

984

     (a)  The officer or director breached or failed to perform

985

his or her duties as an officer or director; and

986

     (b)  The officer's or director's breach of, or failure to

987

perform, his or her duties constitutes:

988

     1.  A violation of the criminal law, unless the officer or

989

director had reasonable cause to believe his or her conduct was

990

lawful or had no reasonable cause to believe his or her conduct

991

was unlawful.  A judgment or other final adjudication against an

992

officer or director in any criminal proceeding for violation of

993

the criminal law estops that officer or director from contesting

994

the fact that his or her breach, or failure to perform,

995

constitutes a violation of the criminal law, but does not estop

996

the officer or director from establishing that he or she had

997

reasonable cause to believe that his or her conduct was lawful or

998

had no reasonable cause to believe that his or her conduct was

999

unlawful;

1000

     2.  A transaction from which the officer or director derived

1001

an improper personal benefit, either directly or 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 text

1017

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; or

1022

     (b)  If the restatement contains an amendment to the

1023

articles of incorporation requiring member approval, the

1024

information required by s. 617.1006.

1025

     Section 26.  Subsection (2) of section 617.1101, Florida

1026

Statutes, is amended, and subsection (3) is added to that

1027

section, to read:

1028

     617.1101  Plan of merger.--

1029

     (2)  Each corporation must adopt a plan of merger setting

1030

forth:

1031

     (a)  The names of the corporations proposing to merge and

1032

the name of the surviving corporation into which each other

1033

corporation plans to merge, which is hereinafter designated as

1034

the surviving corporation;

1035

     (b)  The terms and conditions of the proposed merger;

1036

     (c)  A statement of any changes in the articles of

1037

incorporation of the surviving corporation to be effected by such

1038

merger; and

1039

     (d) The manner and basis, if any, of converting the

1040

memberships of each merging corporation into memberships,

1041

obligations, or securities of the surviving corporation or any

1042

other corporation or, in whole or in part, into cash or other

1043

property. Such other provisions with respect to the proposed

1044

merger as are deemed necessary or desirable.

1045

     (3) The plan of merger may set forth:

1046

     (a) Amendments to, or a restatement of, the articles of

1047

incorporation of the surviving corporation;

1048

     (b) The effective date of the merger, which may be on or

1049

after the date of filing the articles of incorporation or merger;

1050

or

1051

     (c) Other provisions relating to the merger.

1052

     Section 27.  Section 617.1102, Florida Statutes, is created

1053

to read:

1054

     617.1102 Limitation on merger.--A corporation not for

1055

profit organized under this chapter may merge with one or more

1056

other business entities, as identified in s. 607.1108(1), only if

1057

the surviving entity of such merger is a corporation not for

1058

profit or other business entity that has been organized as a not-

1059

for-profit entity under a governing statute or other applicable

1060

law that allows such a merger.

1061

     Section 28.  Section 617.1301, Florida Statutes, is created

1062

to read:

1063

     617.1301 Prohibited distributions.--Except as authorized in

1064

ss. 617.0505 and 617.1302, a corporation may not make any

1065

distributions to its members.

1066

     Section 29.  Section 617.1302, Florida Statutes, is created

1067

to read:

1068

     617.1302 Authorized distributions.--

1069

     (1) A mutual benefit corporation may purchase its

1070

memberships pursuant to s. 617.0608 only if, after the purchase

1071

is completed:

1072

     (a) The mutual benefit corporation is able to pay its debts

1073

as they become due in the usual course of its activities; and

1074

     (b) The total assets of the mutual benefit corporation at

1075

least equal the sum of its total liabilities.

1076

     (2) A corporation may make distributions upon dissolution

1077

in conformity with the dissolution provisions of this chapter.

1078

     Section 30.  Subsection (4) of section 617.1405, Florida

1079

Statutes, is amended to read:

1080

     617.1405  Effect of dissolution.--

1081

     (4) The name of a dissolved corporation is shall not be

1082

available for assumption or use by another corporation until

1083

after 120 days after the effective date of dissolution unless the

1084

dissolved corporation provides the department with an affidavit,

1085

executed pursuant to s. 617.01201, authorizing the immediate

1086

assumption or use of the name by another corporation.

1087

     Section 31.  Section 617.1407, Florida Statutes, is created

1088

to read:

1089

     617.1407 Unknown claims against dissolved corporation.--

1090

     (1) A dissolved corporation or successor entity may execute

1091

one of the following procedures to resolve payment of unknown

1092

claims:

1093

     (a) A dissolved corporation or successor entity may file

1094

notice of its dissolution with the department on the form

1095

prescribed by the department and request that persons having

1096

claims against the corporation which are not known to the

1097

corporation or successor entity present them in accordance with

1098

the notice. The notice must:

1099

     1. State the name of the corporation and the date of

1100

dissolution;

1101

     2. Describe the information that must be included in a

1102

claim and provide a mailing address to which the claim may be

1103

sent; and

1104

     3. State that a claim against the corporation under this

1105

subsection is barred unless a proceeding to enforce the claim is

1106

commenced within 4 years after the filing of the notice.

1107

     (b) A dissolved corporation or successor entity may, within

1108

10 days after filing articles of dissolution with the department,

1109

publish a "Notice of Corporate Dissolution." The notice must

1110

appear once a week for 2 consecutive weeks in a newspaper of

1111

general circulation in the county in the state in which the

1112

corporation has its principal office, if any, or, if none, in a

1113

county in the state in which the corporation owns real or

1114

personal property. Such newspaper shall meet the requirements as

1115

are prescribed by law for such purposes. The notice must:

1116

     1. State the name of the corporation and the date of

1117

dissolution;

1118

     2. Describe the information that must be included in a

1119

claim and provide a mailing address to which the claim may be

1120

sent; and

1121

     3. State that a claim against the corporation under this

1122

subsection is barred unless a proceeding to enforce the claim is

1123

commenced within 4 years after the date of the second consecutive

1124

weekly publication of the notice.

1125

     (2) If the dissolved corporation or successor entity

1126

complies with paragraph (1)(a) or paragraph (1)(b), the claim of

1127

each of the following claimants is barred unless the claimant

1128

commences a proceeding to enforce the claim against the dissolved

1129

corporation within 4 years after the date of filing the notice

1130

with the department or the date of the second consecutive weekly

1131

publication, as applicable:

1132

     (a) A claimant who did not receive written notice under s.

1133

617.1408(9), or whose claim is not provided for under s.

1134

617.1408(10), regardless of whether such claim is based on an

1135

event occurring before or after the effective date of

1136

dissolution.

1137

     (b) A claimant whose claim was timely sent to the dissolved

1138

corporation but on which no action was taken.

1139

     (3) A claim may be entered under this section:

1140

     (a) Against the dissolved corporation, to the extent of its

1141

undistributed assets; or

1142

     (b) If the assets have been distributed in liquidation,

1143

against a member of the dissolved corporation to the extent of

1144

such member's pro rata share of the claim or the corporate assets

1145

distributed to such member in liquidation, whichever is less;

1146

however, the aggregate liability of any member of a dissolved

1147

corporation may not exceed the amount distributed to the member

1148

in dissolution.

1149

     Section 32.  Section 617.1408, Florida Statutes, is created

1150

to read:

1151

     617.1408 Known claims against dissolved corporation.--

1152

     (1) A dissolved corporation or successor entity may dispose

1153

of the known claims against it by following the procedures

1154

described in subsections (2), (3), and (4).

1155

     (2) The dissolved corporation or successor entity shall

1156

deliver to each of its known claimants written notice of the

1157

dissolution at any time after its effective date. The written

1158

notice must:

1159

     (a) Provide a reasonable description of the claim that the

1160

claimant may be entitled to assert;

1161

     (b) State whether the claim is admitted or not admitted, in

1162

whole or in part, and, if admitted:

1163

     1. The amount that is admitted, which may be as of a given

1164

date; and

1165

     2. Any interest obligation if fixed by an instrument of

1166

indebtedness;

1167

     (c) Provide a mailing address where a claim may be sent;

1168

     (d) State the deadline, which must be at least 120 days

1169

after the effective date of the written notice, by which

1170

confirmation of the claim must be delivered to the dissolved

1171

corporation or successor entity; and

1172

     (e) State that the corporation or successor entity may make

1173

distributions thereafter to other claimants and the members of

1174

the corporation or persons interested as having been such without

1175

further notice.

1176

     (3) A dissolved corporation or successor entity may reject,

1177

in whole or in part, any claim made by a claimant pursuant to

1178

this section by mailing notice of such rejection to the claimant

1179

within 90 days after receipt of such claim and, in all events, at

1180

least 150 days before expiration of 3 years following the

1181

effective date of dissolution. The notice must be accompanied by

1182

a copy of this section.

1183

     (4) A dissolved corporation or successor entity electing to

1184

follow the procedures described in subsections (2) and (3) must

1185

also give notice of dissolution to persons having known claims

1186

that are contingent upon the occurrence or nonoccurrence of

1187

future events, or are otherwise conditional or unmatured, and

1188

request that such persons present such claims in accordance with

1189

the terms of the notice. The notice must be in substantially the

1190

form, and sent in the same manner, as described in subsection

1191

(2).

1192

     (5) A dissolved corporation or successor entity shall offer

1193

any claimant whose known claim is contingent, conditional, or

1194

unmatured such security as the corporation or entity determines

1195

is sufficient to provide compensation to the claimant if the

1196

claim matures. The dissolved corporation or successor entity

1197

shall deliver such offer to the claimant within 90 days after

1198

receipt of such claim and, in all events, at least 150 days

1199

before expiration of 3 years following the effective date of

1200

dissolution. If the claimant offered such security does not

1201

deliver in writing to the dissolved corporation or successor

1202

entity a notice rejecting the offer within 120 days after receipt

1203

of such offer, the claimant is deemed to have accepted such

1204

security as the sole source from which to satisfy his or her

1205

claim against the corporation.

1206

     (6) A dissolved corporation or successor entity that has

1207

given notice in accordance with subsections (2) and (4) shall

1208

petition the circuit court in the county where the corporation's

1209

principal office is located or was located on the effective date

1210

of dissolution to determine the amount and form of security which

1211

is sufficient to provide compensation to a claimant who has

1212

rejected the offer for security made pursuant to subsection (5).

1213

     (7) A dissolved corporation or successor entity that has

1214

given notice in accordance with subsection (2) shall petition the

1215

circuit court in the county where the corporation's principal

1216

office is located or was located on the effective date of

1217

dissolution to determine the amount and form of security which is

1218

sufficient to provide compensation to claimants whose claims are

1219

known to the corporation or successor entity but whose identities

1220

are unknown. The court shall appoint a guardian ad litem to

1221

represent all claimants whose identities are unknown in any

1222

proceeding brought under this subsection. The reasonable fees and

1223

expenses of such guardian, including all reasonable expert

1224

witness fees, shall be paid by the petitioner in such proceeding.

1225

     (8) The giving of any notice or making of any offer

1226

pursuant to this section does not revive any claim then barred,

1227

does not constitute acknowledgment by the dissolved corporation

1228

or successor entity that any person to whom such notice is sent

1229

is a proper claimant, and does not operate as a waiver of any

1230

defense or counterclaim in respect of any claim asserted by any

1231

person to whom such notice is sent.

1232

     (9) A dissolved corporation or successor entity that has

1233

followed the procedures described in subsections (2)-(7) shall:

1234

     (a) Pay the claims admitted or made and not rejected in

1235

accordance with subsection (3);

1236

     (b) Post the security offered and not rejected pursuant to

1237

subsection (5);

1238

     (c) Post any security ordered by the circuit court in any

1239

proceeding under subsections (6) and (7); and

1240

     (d) Pay or make provision for all other known obligations

1241

of the corporation or the successor entity. Such claims or

1242

obligations shall be paid in full, and any provision for payments

1243

shall be made in full if there are sufficient funds. If there are

1244

insufficient funds, the claims and obligations shall be paid or

1245

provided for according to their priority and, among claims of

1246

equal priority, ratably to the extent of funds legally available

1247

for payment. Any remaining funds shall be distributed in

1248

accordance with s. 617.1406; however, such distribution may not

1249

be made until 150 days after the date of the last notice of

1250

rejections given pursuant to subsection (3). In the absence of

1251

actual fraud, the judgment of the directors of the dissolved

1252

corporation or the governing persons of the successor entity as

1253

to the provisions made for the payment of all obligations under

1254

this paragraph is conclusive.

1255

     (10) A dissolved corporation or successor entity that has

1256

not followed the procedures described in subsections (2) and (3)

1257

shall pay or make reasonable provision to pay all known claims

1258

and obligations, including all contingent, conditional, or

1259

unmatured claims known to the corporation or the successor entity

1260

and all claims that are known to the dissolved corporation or the

1261

successor entity but for which the identity of the claimant is

1262

unknown. Such claims shall be paid in full, and any provision for

1263

payment made shall be made in full if there are sufficient funds.

1264

If there are insufficient funds, such claims and obligations

1265

shall be paid or provided for according to their priority and,

1266

among claims of equal priority, ratably to the extent of funds

1267

legally available for payment thereof. Any remaining funds shall

1268

be distributed in accordance with s. 617.1406.

1269

     (11) Directors of a dissolved corporation or governing

1270

persons of a successor entity that has complied with subsection

1271

(9) or subsection (10) are not personally liable to the claimants

1272

of the dissolved corporation.

1273

     (12) A member of a dissolved corporation the assets of

1274

which were distributed pursuant to subsection (9) or subsection

1275

(10) is not liable for any claim against the corporation greater

1276

than the member's pro rata share of the claim or the amount

1277

distributed to the member, whichever is less.

1278

     (13) A member of a dissolved corporation, the assets of

1279

which were distributed pursuant to subsection (9), is not liable

1280

for any claim against the corporation which is known to the

1281

corporation or successor entity and on which a proceeding is

1282

begun after the expiration of 3 years following the effective

1283

date of dissolution.

1284

     (14) The aggregate liability of any member of a dissolved

1285

corporation for claims against the dissolved corporation may not

1286

be greater than the amount distributed to the member in

1287

dissolution.

1288

     Section 33. Subsection (6) of section 617.1421, Florida

1289

Statutes, is repealed.

1290

     Section 34.  Section 617.1422, Florida Statutes, is amended

1291

to read:

1292

     617.1422  Reinstatement following administrative

1293

dissolution.--

1294

     (1)(a) A corporation administratively dissolved under s.

1295

617.1421 may apply to the department of State for reinstatement

1296

at any time after the effective date of dissolution. The

1297

corporation must submit a reinstatement form prescribed and

1298

furnished by the department or a current uniform business report

1299

signed by a registered agent and an officer or director and

1300

submit application must:

1301

     1. Recite the name of the corporation and the effective

1302

date of its administrative dissolution;

1303

     2. State that the ground or grounds for dissolution either

1304

did not exist or have been eliminated and that no further grounds

1305

currently exist for dissolution;

1306

     3. State that the corporation's name satisfies the

1307

requirements of s. 617.0401; and

1308

     4. State that all fees owed by the corporation and computed

1309

at the rate provided by law at the time the corporation applies

1310

for reinstatement. have been paid; or

1311

     (b) Submit a current annual report, signed by the

1312

registered agent and an officer or director, which substantially

1313

complies with the requirements of paragraph (a).

1314

     (2) If the department of State determines that the

1315

application contains the information required by subsection (1)

1316

and that the information is correct, it shall file the document,

1317

cancel the certificate of dissolution, and reinstate the

1318

corporation effective on the date which the reinstatement

1319

document is filed.

1320

     (3)  When the reinstatement is effective, it relates back to

1321

and takes effect as of the effective date of the administrative

1322

dissolution and the corporation resumes carrying on its business

1323

affairs as if the administrative dissolution had never occurred.

1324

     (4) The name of the dissolved corporation is not available

1325

for assumption or use by another corporation until 1 year after

1326

the effective date of dissolution unless the dissolved

1327

corporation provides the department with an affidavit executed

1328

pursuant to s. 617.01201 authorizing the immediate assumption or

1329

use of the name by another corporation.

1330

     (5)(4) If the name of the dissolved corporation has been

1331

lawfully assumed in this state by another corporation, the

1332

department of State shall require the dissolved corporation to

1333

amend its articles of incorporation to change its name before

1334

accepting its application for reinstatement.

1335

     Section 35.  Subsection (2) of section 617.1430, Florida

1336

Statutes, is amended to read:

1337

     617.1430  Grounds for judicial dissolution.--A circuit court

1338

may dissolve a corporation:

1339

     (2) In a proceeding brought by at least 50 members or

1340

members holding at least 10 percent of the voting power,

1341

whichever is less, or by a member or group or percentage of

1342

members as otherwise provided in the articles of incorporation or

1343

bylaws, or by a director or any person authorized in the articles

1344

of incorporation, by a member if it is established that:

1345

     (a)  The directors are deadlocked in the management of the

1346

corporate affairs, the members are unable to break the deadlock,

1347

and irreparable injury to the corporation is threatened or being

1348

suffered;

1349

     (b)  The members are deadlocked in voting power and have

1350

failed to elect successors to directors whose terms have expired

1351

or would have expired upon qualification of their successors; or

1352

     (c)  The corporate assets are being misapplied or wasted.

1353

     Section 36.  Subsection (2) of section 617.1503, Florida

1354

Statutes, is amended to read:

1355

     617.1503  Application for certificate of authority.--

1356

     (2)  The foreign corporation shall deliver with the

1357

completed application a certificate of existence, (or a document

1358

of similar import,) duly authenticated, within not more than 90

1359

days prior to delivery of the application to the department of

1360

State, by the Secretary of State or other official having custody

1361

of corporate records in the jurisdiction under the law of which

1362

it is incorporated. A translation of the certificate, under oath

1363

of the translator, must be attached to a certificate that which

1364

is in a language other than the English language.

1365

     Section 37.  Subsection (2) of section 617.1504, Florida

1366

Statutes, is amended to read:

1367

     617.1504  Amended certificate of authority.--

1368

     (2) Such application shall be made within 90 30 days after

1369

the occurrence of any change mentioned in subsection (1), shall

1370

be made on forms prescribed by the department of State, shall be

1371

executed and filed in the same manner as an original application

1372

for authority, and shall set forth:

1373

     (a)  The name of the foreign corporation as it appears on

1374

the department's records of the Department of State;

1375

     (b)  The jurisdiction of its incorporation;

1376

     (c)  The date it was authorized to conduct its affairs in

1377

this state;

1378

     (d) If the name of the foreign corporation has been

1379

changed, the name relinquished, the new name, a statement that

1380

the change of name has been effected under the laws of the

1381

jurisdiction of its incorporation, and the date the change was

1382

effected;

1383

     (e) If the period of duration has been changed, a statement

1384

of such change and the date the change was effected;

1385

     (f) If the jurisdiction of incorporation has been changed,

1386

a statement of such change and the date the change was effected;

1387

and

1388

     (g) If the purpose or purposes that which the corporation

1389

intends to pursue in this state have been changed, a statement of

1390

such new purpose or purposes, and a further statement that the

1391

corporation is authorized to pursue such purpose or purposes in

1392

the jurisdiction of its incorporation.

1393

     Section 38.  Section 617.1506, Florida Statutes, is amended

1394

to read:

1395

     617.1506  Corporate name of foreign corporation.--

1396

     (1) A foreign corporation may is not entitled to file an

1397

application for a certificate of authority unless the corporate

1398

name of such corporation satisfies the requirements of s.

1399

617.0401. To obtain or maintain a certificate of authority to

1400

transact business in this state, the foreign corporation:

1401

     (a)  May add the word "corporation" or "incorporated" or the

1402

abbreviation "corp." or "inc." or words of like import, which as

1403

will clearly indicate that it is a corporation instead of a

1404

natural person or partnership or other business entity; however,

1405

to its corporate name for use in this state, provided, the name

1406

of a foreign corporation may not contain the word "company" or

1407

the abbreviation "co."; or

1408

     (b)  May use an alternate name to transact business in this

1409

state if its real name is unavailable. Any alternate corporate

1410

name adopted for use in this state must be cross-referenced to

1411

the real corporate name in the records of the Division of

1412

Corporations. If the real corporate name of the corporation

1413

becomes available in this state or if the corporation chooses to

1414

change its alternate name and it delivers to the Department of

1415

State, for filing, a copy of the resolution of its board of

1416

directors, changing or withdrawing the alternate name and

1417

executed as required by s. 617.01201, must be delivered for

1418

filing adopting an alternate name.

1419

     (2)  The corporate name, including the alternate name, of a

1420

foreign corporation must be distinguishable, within the records

1421

of the Division of Corporations, from:

1422

     (a) Any corporate name of a corporation for profit

1423

incorporated or authorized to transact business in this state.

1424

     (b)(a) The alternate name of another foreign corporation

1425

authorized to transact business in this state.

1426

     (c)(b) The corporate name of a not-for-profit corporation

1427

incorporated or authorized to transact business in this state.

1428

     (d)(c) The names of all other entities or filings, except

1429

fictitious name registrations pursuant to s. 865.09, organized,

1430

or registered under the laws of this state, that are on file with

1431

the Division of Corporations.

1432

     (3)  If a foreign corporation authorized to transact

1433

business in this state changes its corporate name to one that

1434

does not satisfy the requirements of s. 617.0401 607.0401, such

1435

corporation may not transact business in this state under the

1436

changed name until the corporation adopts a name satisfying the

1437

requirements of s. 617.0401 607.0401.

1438

     (4) The corporate name must be distinguishable from the

1439

names of all other entities or filings, organized, registered, or

1440

reserved under the laws of the state that are on file with the

1441

Division of Corporations, except fictitious name registrations

1442

pursuant to s. 865.09.

1443

     Section 39.  Subsection (6) of section 617.1530, Florida

1444

Statutes, is amended to read:

1445

     617.1530  Grounds for revocation of authority to conduct

1446

affairs.--The department of State may commence a proceeding under

1447

s. 617.1531 to revoke the certificate of authority of a foreign

1448

corporation authorized to conduct its affairs in this state if:

1449

     (6) The department of State receives a duly authenticated

1450

certificate from the secretary of state or other official having

1451

custody of corporate records in the jurisdiction under the law of

1452

which the foreign corporation is incorporated stating that it has

1453

been dissolved or disappeared as the result of a merger.

1454

     Section 40.  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 41.  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 the

1474

corporation if the member meets the requirements of subsection

1475

(3) and gives the corporation written notice of his or her demand

1476

at least 10 5 business days before the date on which he or she

1477

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 members,

1482

and records of action taken by the members or board of directors

1483

without a meeting, to the extent not subject to inspection under

1484

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 under

1490

s. 617.0730(6), or, if the member is in litigation with the

1491

corporation to inspect and copy records, to the same extent as

1492

any other litigant.

1493

     (b) The power of a court, independently of this chapter

1494

act, to compel the production of corporate records for

1495

examination.

1496

     Section 42.  Section 617.1605, Florida Statutes, is amended

1497

to read:

1498

     617.1605 Financial reports for members.--A corporation,

1499

upon a member's written demand, shall furnish that member its

1500

latest annual financial statements, which may be consolidated or

1501

combined statements of the corporation and one or more of its

1502

subsidiaries or affiliates, as appropriate, and which include a

1503

balance sheet as of the end of the fiscal year and a statement of

1504

operations for that year. If financial statements are prepared

1505

for the corporation on the basis of generally accepted accounting

1506

principles, the annual financial statements must also be prepared

1507

on such basis. Within 60 days following the end of the fiscal or

1508

calendar year or annually on such date as is otherwise provided

1509

in the bylaws of the corporation, the board of directors of the

1510

corporation shall mail or furnish by personal delivery to each

1511

member a complete financial report of actual receipts and

1512

expenditures for the previous 12 months. The report shall show

1513

the amounts of receipts by accounts and receipt classifications

1514

and shall show the amounts of expenses by accounts and expense

1515

classifications.

1516

     Section 43.  Section 617.1703, Florida Statutes, is created

1517

to read:

1518

     617.1703 Application of chapter.--In the event of any

1519

conflict between the provisions of this chapter and chapter 718

1520

regarding condominiums, chapter 719 regarding cooperatives,

1521

chapter 720 regarding homeowners' associations, chapter 721

1522

regarding timeshares, or chapter 723 regarding mobile home

1523

owners' associations, the provisions of such other chapters shall

1524

apply. The provisions of ss. 617.0605-617.0608 do not apply to

1525

corporations regulated by any of the foregoing chapters or to any

1526

other corporation where membership in the corporation is required

1527

pursuant to a document recorded in the county property records.

1528

     Section 44.  Subsection (8) is added to section 617.1803,

1529

Florida Statutes, to read:

1530

     617.1803  Domestication of foreign not-for-profit

1531

corporations.--

1532

     (8) When a domestication becomes effective:

1533

     (a) The title to all real and personal property, both

1534

tangible and intangible, of the foreign corporation remains in

1535

the domesticated corporation without reversion or impairment;

1536

     (b) The liabilities of the foreign corporation remain the

1537

liabilities of the domesticated corporation;

1538

     (c) An action or proceeding against the foreign corporation

1539

continues against the domesticated corporation as if the

1540

domestication had not occurred;

1541

     (d) The articles of incorporation attached to the

1542

certificate of domestication constitute the articles of

1543

incorporation of the domesticated corporation; and

1544

     (e) Membership interests in the foreign corporation remain

1545

identical in the domesticated corporation.

1546

     Section 45.  Section 617.1806, Florida Statutes, is amended

1547

to read:

1548

     617.1806  Conversion to corporation not for profit; petition

1549

and contents.--A petition for conversion to a corporation not for

1550

profit pursuant to s. 617.1805 shall be accompanied by the

1551

written consent of all the shareholders authorizing the change in

1552

the corporate nature and directing an authorized officer to file

1553

such petition before the court, together with a statement

1554

agreeing to accept all the property of the petitioning

1555

corporation and agreeing to assume and pay all its indebtedness

1556

and liabilities, and the proposed articles of incorporation

1557

signed by the president and secretary of the petitioning

1558

corporation which shall set forth the provisions required in

1559

original articles of incorporation by s. 617.0202.

1560

     Section 46.  Section 617.1907, Florida Statutes, is amended

1561

to read:

1562

     617.1907 Effect of repeal or amendment of prior acts.--

1563

     (1) Except as provided in subsection (2), the repeal or

1564

amendment of a statute by this act does not affect:

1565

     (a)  The operation of the statute or any action taken under

1566

it before its repeal or amendment;

1567

     (b)  Any ratification, right, remedy, privilege, obligation,

1568

or liability acquired, accrued, or incurred under the statute

1569

before its repeal or amendment;

1570

     (c)  Any violation of the statute, or any penalty,

1571

forfeiture, or punishment incurred because of the violation,

1572

before its repeal or amendment; or

1573

     (d)  Any proceeding, reorganization, or dissolution

1574

commenced under the statute before its repeal or amendment, and

1575

the proceeding, reorganization, or dissolution may be completed

1576

in accordance with the statute as if it had not been repealed or

1577

amended.

1578

     (2)  If a penalty or punishment imposed for violation of a

1579

statute repealed or amended by this act is reduced by this act,

1580

the penalty or punishment if not already imposed shall be imposed

1581

in accordance with this act.

1582

     Section 47. Section 617.2103, Florida Statutes, is

1583

repealed.

1584

     Section 48.  This act shall take effect October 1, 2008.