Amendment
Bill No. CS/HB 419

Amendment No. 617473

CHAMBER ACTION
Senate		House
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1	Representative Seiler offered the following:
2
3	Amendment (with title amendment)
4	Between lines 526-527 insert:
5	Section 22.  Subsections (4), (6), and (9) of section
6	617.01201, Florida Statutes, are amended to read:
7	617.01201  Filing requirements.--
8	(4)  The document must be typewritten or printed and must
9	be legible. If electronically transmitted, the document must be
10	in a format that may be retrieved or reproduced in typewritten
11	or printed form.
12	(6)  The document must be executed:
13	(a)  By a director the chair or any vice chair of the board
14	of directors of a domestic or foreign corporation, or by its
15	president or by another of its officers;
16	(b)  If directors or officers have not been selected or the
17	corporation has not been formed, by an incorporator; or
18	(c)  If the corporation is in the hands of a receiver,
19	trustee, or other court-appointed fiduciary, by the that
20	fiduciary.
21	(9)  The document must be delivered to the office of the
22	department of State for filing. Delivery may be made by
23	electronic transmission if and to the extent allowed by the
24	department. If the document is filed in typewritten or printed
25	form and not transmitted electronically, the department may
26	require that and may be accompanied by one exact or conformed
27	copy be delivered with the document, (except as provided in s.
28	617.1508. The document), and must be accompanied by the correct
29	filing fee and any other tax or penalty required by this act or
30	other law.
31	Section 23.  Subsection (7) of section 617.0122, Florida
32	Statutes, is amended to read:
33	617.0122  Fees for filing documents and issuing
34	certificates.--The Department of State shall collect the
35	following fees on documents delivered to the department for
36	filing:
37	(7)  Agent's statement of resignation from inactive
38	administratively dissolved corporation:  $35.
39
40	Any citizen support organization that is required by rule of the
41	Department of Environmental Protection to be formed as a
42	nonprofit organization and is under contract with the department
43	is exempt from any fees required for incorporation as a
44	nonprofit organization, and the Secretary of State may not
45	assess any such fees if the citizen support organization is
46	certified by the Department of Environmental Protection to the
47	Secretary of State as being under contract with the Department
48	of Environmental Protection.
49	Section 24.  Subsections (1) and (2) of section 617.0124,
50	Florida Statutes, are amended to read:
51	617.0124  Correcting filed document.--
52	(1)  A domestic or foreign corporation may correct a
53	document filed by the department of State within 30 10 business
54	days after filing if the document:
55	(a)  The document contains an incorrect statement; or
56	(b)  The document was defectively executed, attested,
57	sealed, verified, or acknowledged; or.
58	(c)  The electronic transmission of the document was
59	defective.
60	(2)  A document is corrected:
61	(a)  By preparing articles of correction that:
62	1.  Describe the document, (including its filing date) or
63	attach a copy of it to the articles;
64	2.  Specify the incorrect statement and the reason it is
65	incorrect or the manner in which the execution was defective;
66	and
67	3.  Correct the incorrect statement or defective execution;
68	and
69	(b)  By delivering the executed articles of correction to
70	the department of State for filing.
71	Section 25.  Section 617.01401, Florida Statutes, is
72	amended to read:
73	617.01401  Definitions.--As used in this chapter act,
74	unless the context otherwise requires, the term:
75	(1)  "Articles of incorporation" includes original,
76	amended, and restated articles of incorporation, articles of
77	consolidation, and articles of merger, and all amendments
78	thereto, including documents designated by the laws of this
79	state as charters, and, in the case of a foreign corporation,
80	documents equivalent to articles of incorporation in the
81	jurisdiction of incorporation.
82	(2)  "Board of directors" means the group of persons vested
83	with the management of the affairs of the corporation
84	irrespective of the name by which such group is designated,
85	including, but not limited to, managers or trustees.
86	(3)  "Bylaws" means the code or codes of rules adopted for
87	the regulation or management of the affairs of the corporation
88	irrespective of the name or names by which such rules are
89	designated.
90	(4)  "Corporation" or "domestic corporation" means a
91	corporation not for profit, subject to the provisions of this
92	chapter act, except a foreign corporation.
93	(5)  "Corporation not for profit" means a corporation no
94	part of the income or profit of which is distributable to its
95	members, directors, or officers, except as otherwise provided
96	under this chapter.
97	(6)  "Department" means the Department of State.
98	(7)  "Distribution" means the payment of a dividend or any
99	part of the income or profit of a corporation to its members,
100	directors, or officers. A donation or transfer of corporate
101	assets or income to or from another not-for-profit corporation
102	qualified as tax-exempt under s. 501(c) of the Internal Revenue
103	Code or a governmental organization exempt from federal and
104	state income taxes, if such corporation or governmental
105	organization is a member of the corporation making such donation
106	or transfer, is not a distribution for purposes of this chapter.
107	(8)(6)  "Electronic transmission" means any form of
108	communication, not directly involving the physical transmission
109	or transfer of paper, which creates a record that may be
110	retained, retrieved, and reviewed by a recipient thereof and
111	which may be directly reproduced in a comprehensible and legible
112	paper form by such recipient through an automated process.
113	Examples of electronic transmission include, but are not limited
114	to, telegrams, facsimile transmissions of images, and text that
115	is sent via electronic mail between computers.
116	(9)(7)  "Foreign corporation" means a corporation not for
117	profit organized under laws other than the laws of this state.
118	(10)(8)  "Insolvent" means the inability of a corporation
119	to pay its debts as they become due in the usual course of its
120	affairs.
121	(11)(9)  "Mail" means the United States mail, facsimile
122	transmissions, and private mail carriers handling nationwide
123	mail services.
124	(12)(10)  "Member" means one having membership rights in a
125	corporation in accordance with the provisions of its articles of
126	incorporation or bylaws or the provisions of this chapter act.
127	(13)  "Mutual benefit corporation" means a domestic
128	corporation that is not organized primarily or exclusively for
129	religious purposes; is not recognized as exempt under s.
130	501(c)(3) of the Internal Revenue Code; and is not organized for
131	a public or charitable purpose that is required upon its
132	dissolution to distribute its assets to the United States, a
133	state, a local subdivision thereof, or a person that is
134	recognized as exempt under s. 501(c)(3) of the Internal Revenue
135	Code. The term does not include an association organized under
136	chapter 718, chapter 719, chapter 720, or chapter 721, or any
137	corporation where membership in the corporation is required
138	pursuant to a document recorded in county property records.
139	(14)(11)  "Person" includes individual and entity.
140	(15)  "Successor entity" means any trust, receivership, or
141	other legal entity that is governed by the laws of this state to
142	which the remaining assets and liabilities of a dissolved
143	corporation are transferred and that exists solely for the
144	purposes of prosecuting and defending suits by or against the
145	dissolved corporation and enabling the dissolved corporation to
146	settle and close the business of the dissolved corporation, to
147	dispose of and convey the property of the dissolved corporation,
148	to discharge the liabilities of the dissolved corporation, and
149	to distribute to the dissolved corporation's members any
150	remaining assets, but not for the purpose of continuing the
151	business for which the dissolved corporation was organized.
152	(16)  "Voting power" means the total number of votes
153	entitled to be cast for the election of directors at the time
154	the determination of voting power is made, excluding a vote that
155	is contingent upon the happening of a condition or event that
156	has not yet occurred. If the members of a class are entitled to
157	vote as a class to elect directors, the determination of the
158	voting power of the class is based on the percentage of the
159	number of directors the class is entitled to elect relative to
160	the total number of authorized directors. If the corporation's
161	directors are not elected by the members, voting power shall,
162	unless otherwise provided in the articles of incorporation or
163	bylaws, be on a one-member, one-vote basis.
164	Section 26.  Subsection (1) of section 617.0205, Florida
165	Statutes, is amended to read:
166	617.0205  Organizational meeting of directors.--
167	(1)  After incorporation:
168	(a)  If initial directors are named in the articles of
169	incorporation, the initial directors shall hold an
170	organizational meeting, at the call of a majority of the
171	directors, to complete the organization of the corporation by
172	appointing officers, adopting bylaws, and carrying on any other
173	business brought before the meeting;
174	(b)  If initial directors are not named in the articles of
175	incorporation, the incorporators shall hold an organizational
176	meeting at the call of a majority of the incorporators:
177	1.  To elect directors and complete the organization of the
178	corporation; or
179	2.  To elect a board of directors who shall complete the
180	organization of the corporation.
181	Section 27.  Subsections (7) and (16) of section 617.0302,
182	Florida Statutes, are amended to read:
183	617.0302  Corporate powers.--Every corporation not for
184	profit organized under this act, unless otherwise provided in
185	its articles of incorporation or bylaws, shall have power to:
186	(7)  Make contracts and guaranties, incur liabilities,
187	borrow money at such rates of interest as the corporation may
188	determine, issue its notes, bonds, and other obligations, and
189	secure any of its obligations by mortgage and pledge of all or
190	any of its property, franchises, or income.
191	(16)  Merge with other corporations or other business
192	entities identified in s. 607.1108(1), both for profit and not
193	for profit, domestic and foreign, if the surviving corporation
194	or other surviving business entity is a corporation not for
195	profit or other business entity that has been organized as a
196	not-for-profit entity under a governing statute or other
197	applicable law that permits such a merger.
198	Section 28.  Subsection (12) is added to section 617.0503,
199	Florida Statutes, to read:
200	617.0503  Registered agent; duties; confidentiality of
201	investigation records.--
202	(12)  Any alien business organization may withdraw its
203	registered agent designation by delivering an application for
204	certificate of withdrawal to the department for filing. The
205	application shall set forth:
206	(a)  The name of the alien business organization and the
207	jurisdiction under the law of which it is incorporated or
208	organized; and
209	(b)  That it is no longer required to maintain a registered
210	agent in this state.
211	Section 29.  Section 617.0505, Florida Statutes, is amended
212	to read:
213	617.0505  Distributions; exceptions Payment of dividends
214	and distribution of income to members prohibited; issuance of
215	certificates of membership; effect of stock issued under prior
216	law.--
217	(1)  Except as authorized in s. 617.1302, A dividend may
218	not be paid, and any part of the income or profit of a
219	corporation may not make distributions be distributed, to its
220	members, directors, or officers.
221	(1)  A mutual benefit corporation, such as a private club
222	that is established for social, pleasure, or recreational
223	purposes and that is organized as a corporation of which the
224	equity interests are held by the members, may, subject to s.
225	617.1302, purchase the equity membership interest of any member,
226	and the payment for such interest is not a distribution for
227	purposes of this section.
228	(2)  A corporation may pay compensation in a reasonable
229	amount to its members, directors, or officers for services
230	rendered, may confer benefits upon its members in conformity
231	with its purposes, and, upon dissolution or final liquidation,
232	may make distributions to its members as permitted by this
233	chapter act.
234	(3)  If expressly permitted by its articles of
235	incorporation, a corporation may make distributions upon partial
236	liquidation to its members, as permitted by this section. Any
237	such payment, benefit, or distribution does not constitute a
238	dividend or a distribution of income or profit for purposes of
239	this section.
240	(4)  A Any corporation that which is a utility exempt from
241	regulation under s. 367.022(7), whose articles of incorporation
242	state that it is exempt from taxation under s. 501(c)(12) of the
243	Internal Revenue Code, may make such refunds to its members,
244	prior to a dissolution or liquidation, as its managing board
245	deems necessary to establish or preserve its tax-exempt status.
246	Any such refund does not constitute a dividend or a distribution
247	of income or profit for purposes of this section.
248	(5)  A corporation that is regulated by chapter 718,
249	chapter 719, chapter 720, chapter 721, or chapter 723, or a
250	corporation where membership in such corporation is required
251	pursuant to a document recorded in the county property records,
252	may make refunds to its members, giving credits to its members,
253	disbursing insurance proceeds to its members, or disbursing or
254	paying settlements to its members without violating this
255	section.
256	(2)  Subject to subsection (1), a corporation may issue
257	certificates in any form evidencing membership in the
258	corporation.
259	(3)  Stock certificates issued under former s. 617.011(2),
260	Florida Statutes (1989), constitute membership certificates for
261	purposes of this act.
262	Section 30.  Subsections (1), (2), and (5) of section
263	617.0601, Florida Statutes, are amended to read:
264	617.0601  Members, generally.--
265	(1)(a)  A corporation may have one or more classes of
266	members or may have no members.  If the corporation has one or
267	more classes of members, the designation of such class or
268	classes, the qualifications and rights of the members of each
269	class, any quorum and voting requirements for meetings and
270	activities of the members, and notice requirements sufficient to
271	provide notice of meetings and activities of the members must be
272	set forth in the articles of incorporation or in the bylaws.
273	(b)  The articles of incorporation or bylaws of any
274	corporation not for profit that maintains chapters or affiliates
275	may grant representatives of such chapters or affiliates the
276	right to vote in conjunction with the board of directors of the
277	corporation notwithstanding applicable quorum or voting
278	requirements of this chapter act if the corporation is
279	registered with the department of State pursuant to ss. 496.401-
280	496.424 ss. 496.001-496.011, the Solicitation of Contributions
281	Funds Act.
282	(c)  This subsection does not apply to any condominium
283	association organized under chapter 718.
284	(2)  A corporation may issue certificates of membership.
285	Stock certificates issued under former s. 617.011(2), Florida
286	Statutes (1989), constitute certificates of membership for
287	purposes of this section.
288	(5)  Membership in the corporation may be terminated in the
289	manner provided by law, by the articles of incorporation, or by
290	the bylaws, and A resignation, expulsion, or termination of
291	membership pursuant to s. 617.0606 or s. 617.0607 shall be
292	recorded in the membership book.  Unless otherwise provided in
293	the articles of incorporation or the bylaws, all the rights and
294	privileges of a member cease on termination of membership.
295	Section 31.  Section 617.0605, Florida Statutes, is created
296	to read:
297	617.0605  Transfer of membership interests.--
298	(1)  A member of a corporation may not transfer a
299	membership or any right arising from membership except as
300	otherwise allowed in this section.
301	(2)  Except as set forth in the articles of incorporation
302	or bylaws of a mutual benefit corporation, a member of a mutual
303	benefit corporation may not transfer a membership or any right
304	arising from membership.
305	(3)  If transfer rights have been provided for one or more
306	members of a mutual benefit corporation, a restriction on such
307	rights is not binding with respect to a member holding a
308	membership issued before the adoption of the restriction unless
309	the restriction is approved by the members and the affected
310	member.
311	Section 32.  Section 617.0606, Florida Statutes, is created
312	to read:
313	617.0606  Resignation of members.--
314	(1)  Except as may be provided in the articles of
315	incorporation or bylaws of a corporation, a member of a mutual
316	benefit corporation may not transfer a membership or any right
317	arising from membership.
318	(2)  The resignation of a member does not relieve the
319	member from any obligations that the member may have to the
320	corporation as a result of obligations incurred or commitments
321	made before resignation.
322	Section 33.  Section 617.0607, Florida Statutes, is created
323	to read:
324	617.0607  Termination, expulsion, and suspension.--
325	(1)  A member of a corporation may not be expelled or
326	suspended, and a membership in the corporation may not be
327	terminated or suspended, except pursuant to a procedure that is
328	fair and reasonable and is carried out in good faith.
329	(2)  Any written notice given by mail must be delivered by
330	certified mail or first-class mail to the last address of the
331	member shown on the records of the corporation.
332	(3)  Any proceeding challenging an expulsion, suspension,
333	or termination, including a proceeding in which the defective
334	notice is alleged, must be commenced within 1 year after the
335	effective date of the expulsion, suspension, or termination.
336	(4)  A member who has been expelled or suspended may be
337	liable to the corporation for dues, assessments, or fees as a
338	result of obligations incurred or commitments made before
339	expulsion or suspension.
340	Section 34.  Section 617.0608, Florida Statutes, is created
341	to read:
342	617.0608  Purchase of memberships.--
343	(1)  A corporation may not purchase any of its memberships
344	or any right arising from membership except as provided in s.
345	617.0505 or subsection (2).
346	(2)  Subject to s. 617.1302, a mutual benefit corporation
347	may purchase the membership of a member who resigns, or whose
348	membership is terminated, for the amount and pursuant to the
349	conditions set forth in its articles of incorporation or bylaws.
350	Section 35.  Subsections (3), (4), and (6) of section
351	617.0701, Florida Statutes, are amended to read:
352	617.0701  Meetings of members, generally; failure to hold
353	annual meeting; special meeting; consent to corporate actions
354	without meetings; waiver of notice of meetings.--
355	(3)  Except as provided in the articles of incorporation or
356	bylaws, special meetings of the members may be called by:
357	(a)  The president;,
358	(b)  The chair of the board of directors;,
359	(c)  The board of directors;, or such
360	(d)  Other officers or persons as are provided for in the
361	articles of incorporation or the bylaws;.
362	(e)  The holders of at least 5 percent of the voting power
363	of a corporation when one or more written demands for the
364	meeting, which describe the purpose for which the meeting is to
365	be held, are signed, dated, and delivered to a corporate
366	officer; or
367	(f)  A person who signs a demand for a special meeting
368	pursuant to paragraph (e) if notice for a special meeting is not
369	given within 30 days after receipt of the demand. The person
370	signing the demand may set the time and place of the meeting and
371	give notice under this subsection.
372	(4)(a)  Unless otherwise provided in the articles of
373	incorporation, action required or permitted by this chapter act
374	to be taken at an annual or special meeting of members may be
375	taken without a meeting, without prior notice, and without a
376	vote if the action is taken by the members entitled to vote on
377	such action and having not less than the minimum number of votes
378	necessary to authorize such action at a meeting at which all
379	members entitled to vote on such action were present and voted.
380	(a)  In order To be effective, the action must be evidenced
381	by one or more written consents describing the action taken,
382	dated and signed by approving members having the requisite
383	number of votes and entitled to vote on such action, and
384	delivered to the corporation by delivery to its principal office
385	in this state, its principal place of business, the corporate
386	secretary, or another officer or agent of the corporation having
387	custody of the book in which proceedings of meetings of members
388	are recorded. Written consent shall not be effective to take the
389	corporate action referred to in the consent is not effective
390	unless the consent is signed by members having the requisite
391	number of votes necessary to authorize the action within 90 60
392	days after of the date of the earliest dated consent and is
393	delivered in the manner required by this section.
394	(b)  Any written consent may be revoked prior to the date
395	that the corporation receives the required number of consents to
396	authorize the proposed action. A revocation is not effective
397	unless in writing and until received by the corporation at its
398	principal office in this state or its principal place of
399	business, or received by the corporate secretary or other
400	officer or agent of the corporation having custody of the book
401	in which proceedings of meetings of members are recorded.
402	(c)  Within 30 10 days after obtaining such authorization
403	by written consent, notice must be given to those members who
404	are entitled to vote on the action but who have not consented in
405	writing.  The notice must fairly summarize the material features
406	of the authorized action.
407	(d)  A consent signed under this section has the effect of
408	a meeting vote and may be described as such in any document.
409	(e)  If the action to which the members consent is such as
410	would have required the filing of articles or a certificate
411	under any other section of this chapter act if such action had
412	been voted on by members at a meeting thereof, the articles or
413	certificate filed under such other section must state that
414	written consent has been given in accordance with the provisions
415	of this section.
416	(f)  Whenever action is taken pursuant to this section, the
417	written consent of the members consenting to such action or the
418	written reports of inspectors appointed to tabulate such
419	consents must be filed with the minutes of member proceedings of
420	members.
421	(6)  Subsections (1) and (3) do not apply to any
422	corporation that is an association as defined in s. 720.301, or
423	a corporation regulated by chapter 718, chapter 719, chapter
424	720, chapter 721, or chapter 723, or a corporation where
425	membership in such corporation is required pursuant to a
426	document recorded in the county property records.
427	Section 36.  Section 617.0721, Florida Statutes, is amended
428	to read:
429	617.0721  Voting by members.--
430	(1)  Members are not entitled to vote except as conferred
431	by the articles of incorporation or the bylaws.
432	(2)  A member who is entitled to vote may vote in person
433	or, unless the articles of incorporation or the bylaws otherwise
434	provide, may vote by proxy executed in writing by the member or
435	by his or her duly authorized attorney in fact. An appointment
436	of a proxy is not valid after 11 months following the date of
437	its execution unless otherwise provided in the proxy.
438	(a)  If directors or officers are to be elected by members,
439	the bylaws may provide that such elections may be conducted by
440	mail.
441	(b)  A corporation may reject a vote, consent, waiver, or
442	proxy appointment if the secretary or other officer or agent
443	authorized to tabulate votes, acting in good faith, has a
444	reasonable basis for doubting the validity of the signature on
445	it or the signatory's authority to sign for the member.
446	(3)  If authorized by the board of directors, and subject
447	to such guidelines and procedures as the board of directors may
448	adopt, members and proxy holders who are not physically present
449	at a meeting may, by means of remote communication:
450	(a)  Participate in the meeting.
451	(b)  Be deemed to be present in person and vote at the
452	meeting if:
453	1.  The corporation implements reasonable means to verify
454	that each person deemed present and authorized to vote by means
455	of remote communication is a member or proxy holder; and
456	2.  The corporation implements reasonable measures to
457	provide such members or proxy holders with a reasonable
458	opportunity to participate in the meeting and to vote on matters
459	submitted to the members, including an opportunity to
460	communicate and to read or hear the proceedings of the meeting
461	substantially concurrent with the proceedings.
462
463	If any member or proxy holder votes or takes other action by
464	means of remote communication, a record of that member's
465	participation in the meeting must be maintained by the
466	corporation in accordance with s. 617.1601.
467	(4)(3)  If any corporation, whether for profit or not for
468	profit, is a member of a corporation organized under this
469	chapter act, the chair of the board, president, any vice
470	president, the secretary, or the treasurer of the member
471	corporation, and any such officer or cashier or trust officer of
472	a banking or trust corporation holding such membership, and any
473	like officer of a foreign corporation whether for profit or not
474	for profit, holding membership in a domestic corporation, shall
475	be deemed by the corporation in which membership is held to have
476	the authority to vote on behalf of the member corporation and to
477	execute proxies and written waivers and consents in relation
478	thereto, unless, before a vote is taken or a waiver or consent
479	is acted upon, it appears pursuant to is made to appear by a
480	certified copy of the bylaws or resolution of the board of
481	directors or executive committee of the member corporation that
482	such authority does not exist or is vested in some other officer
483	or person. In the absence of such certification, a person
484	executing any such proxies, waivers, or consents or presenting
485	himself or herself at a meeting as one of such officers of a
486	corporate member shall be, for the purposes of this section,
487	conclusively deemed to be duly elected, qualified, and acting as
488	such officer and to be fully authorized. In the case of
489	conflicting representation, the corporate member shall be deemed
490	to be represented by its senior officer, in the order first
491	stated in this subsection.
492	(5)(4)  The articles of incorporation or the bylaws may
493	provide that, in all elections for directors, every member
494	entitled to vote has the right to cumulate his or her votes and
495	to give one candidate a number of votes equal to the number of
496	votes he or she could give if one director were being elected
497	multiplied by the number of directors to be elected or to
498	distribute such votes on the same principles among any number of
499	such candidates. A corporation may not have cumulative voting
500	unless such voting is expressly authorized in the articles of
501	incorporation.
502	(6)(5)  If a corporation has no members or its members do
503	not have the right to vote, the directors shall have the sole
504	voting power.
505	(7)(6)  Subsections (1), (2), (5) (4), and (6) (5) do not
506	apply to a corporation that is an association as defined in s.
507	720.301.
508	Section 37.  Section 617.0725, Florida Statutes, is amended
509	to read:
510	617.0725  Quorum.--An amendment to the articles of
511	incorporation or the bylaws which adds, that changes, or deletes
512	a greater or lesser quorum or voting requirement must meet the
513	same quorum or voting requirement and be adopted by the same
514	vote and voting groups required to take action under the quorum
515	and voting requirements then in effect or proposed to be
516	adopted, whichever is greater prescribed in the provision being
517	amended.
518	Section 38.  Section 617.07401, Florida Statutes, is
519	created to read:
520	617.07401  Members' derivative actions.--
521	(1)  A person may not commence a proceeding in the right of
522	a domestic or foreign corporation unless the person was a member
523	of the corporation when the transaction complained of occurred
524	or unless the person became a member through transfer by
525	operation of law from one who was a member at that time.
526	(2)  A complaint in a proceeding brought in the right of a
527	domestic or foreign corporation must be verified and allege with
528	particularity the demand made to obtain action by the board of
529	directors and that the demand was refused or ignored by the
530	board of directors for at least 90 days after the date of the
531	first demand unless, before the expiration of the 90 days, the
532	person was notified in writing that the corporation rejected the
533	demand, or unless irreparable injury to the corporation would
534	result by waiting for the expiration of the 90-day period. If
535	the corporation commences an investigation of the charges made
536	in the demand or complaint, the court may stay any proceeding
537	until the investigation is completed.
538	(3)  The court may dismiss a derivative proceeding if, on
539	motion by the corporation, the court finds that one of the
540	groups specified in paragraphs (a)-(c) has made a good faith
541	determination after conducting a reasonable investigation upon
542	which its conclusions are based that the maintenance of the
543	derivative suit is not in the best interests of the corporation.
544	The corporation has the burden of proving the independence and
545	good faith of the group making the determination and the
546	reasonableness of the investigation. The determination shall be
547	made by:
548	(a)  A majority vote of independent directors present at a
549	meeting of the board of directors, if the independent directors
550	constitute a quorum;
551	(b)  A majority vote of a committee consisting of two or
552	more independent directors appointed by a majority vote of
553	independent directors present at a meeting of the board of
554	directors, whether or not such independent directors constitute
555	a quorum; or
556	(c)  A panel of one or more independent persons appointed
557	by the court upon motion by the corporation.
558	(4)  A proceeding commenced under this section may not be
559	discontinued or settled without the approval of the court. If
560	the court determines that a proposed discontinuance or
561	settlement substantially affects the interest of the members of
562	the corporation, or a class, series, or voting group of members,
563	the court shall direct that notice be given to the members
564	affected. The court may determine which party or parties to the
565	proceeding shall bear the expense of giving the notice.
566	(5)  Upon termination of the proceeding, the court may
567	require the plaintiff to pay any defendant's reasonable
568	expenses, including reasonable attorney's fees, incurred in
569	defending the proceeding if it finds that the proceeding was
570	commenced without reasonable cause.
571	(6)  The court may award reasonable expenses for
572	maintaining the proceeding, including reasonable attorney's
573	fees, to a successful plaintiff or to the person commencing the
574	proceeding who receives any relief, whether by judgment,
575	compromise, or settlement, and may require that the person
576	account for the remainder of any proceeds to the corporation;
577	however, this subsection does not apply to any relief rendered
578	for the benefit of injured members only and limited to a
579	recovery of the loss or damage of the injured members.
580	Section 39.  Section 617.0801, Florida Statutes, is amended
581	to read:
582	617.0801  Requirement for and Duties of board of
583	directors.--All corporate powers must be exercised by or under
584	the authority of, and the affairs of the corporation managed
585	under the direction of, its board of directors, subject to any
586	limitation set forth in the articles of incorporation.
587	Section 40.  Section 617.0806, Florida Statutes, is amended
588	to read:
589	617.0806  Staggered terms for directors.--The articles of
590	incorporation or bylaws may provide that directors may be
591	divided into classes and the terms of office of the several
592	classes need not be uniform. Each director shall hold office for
593	the term to which he or she is elected or appointed and until
594	his or her successor has been elected or appointed and qualified
595	or until his or her earlier resignation, removal from office, or
596	death.
597	Section 41.  Section 617.0808, Florida Statutes, is amended
598	to read:
599	617.0808  Removal of directors.--
600	(1)  Subject to subsection (2), a director may be removed
601	from office pursuant to procedures provided in the articles of
602	incorporation or the bylaws, which shall provide the following,
603	and if they do not do so, shall be deemed to include the
604	following:
605	(a)(1)  Any member of the board of directors may be removed
606	from office with or without cause by:
607	1.  A majority of all votes of the directors, if the
608	director was elected or appointed by the directors; or
609	2.  A majority of all votes of the members, if the director
610	was elected or appointed by the members.
611	(b)  If a director is elected by a class, chapter, or other
612	organizational unit, or by region or other geographic grouping,
613	the director may be removed only by the members of that class,
614	chapter, unit, or grouping. However:
615	1.  A director may be removed only if the number of votes
616	cast to remove the director would be sufficient to elect the
617	director at a meeting to elect directors, except as provided in
618	subparagraphs 2. and 3.
619	2.  If cumulative voting is authorized, a director may not
620	be removed if the number of votes sufficient to elect the
621	director under cumulative voting is voted against the removal of
622	the director.
623	3.  If at the beginning of the term of a director the
624	articles of incorporation or bylaws provide that the director
625	may be removed for missing a specified number of board meetings,
626	the board may remove the director for failing to attend the
627	specified number of meetings. The director may be removed only
628	if a majority of the directors then in office vote for the
629	removal the vote or agreement in writing by a majority of all
630	votes of the membership.
631	(c)(2)  The notice of a meeting of the members to recall a
632	member or members of the board of directors shall state the
633	specific directors sought to be removed.
634	(d)(3)  A proposed removal of a director at a meeting shall
635	require a separate vote for each director whose removal is board
636	member sought to be removed. Where removal is sought by written
637	consent agreement, a separate consent agreement is required for
638	each director board member to be removed.
639	(e)(4)  If removal is effected at a meeting, any vacancies
640	created thereby shall be filled by the members or directors
641	eligible to vote for the removal at the same meeting.
642	(f)(5)  Any director who is removed from the board is shall
643	not be eligible to stand for reelection until the next annual
644	meeting at which directors are elected of the members.
645	(g)(6)  Any director removed from office shall turn over to
646	the board of directors within 72 hours any and all records of
647	the corporation in his or her possession.
648	(h)(7)  If a director who is removed does shall not
649	relinquish his or her office or turn over records as required
650	under this section, the circuit court in the county where the
651	corporation's principal office is located may summarily order
652	the director to relinquish his or her office and turn over
653	corporate records upon application of any member.
654	(i)  A director elected or appointed by the board may be
655	removed without cause by a vote of two-thirds of the directors
656	then in office or such greater number as is set forth in the
657	articles of incorporation or bylaws.
658	(2)  A director of a corporation described in s. 501(c) of
659	the Internal Revenue Code may be removed from office pursuant to
660	procedures provided in the articles of incorporation or the
661	bylaws, and the corporation may provide in the articles of
662	incorporation or the bylaws that it is subject to the provisions
663	of subsection (1).
664	Section 42.  Section 617.0809, Florida Statutes, is amended
665	to read:
666	617.0809  Board vacancy on board.--
667	(1)  Except as provided in s. 617.0808(1)(f), any vacancy
668	occurring on the board of directors may be filled by the
669	affirmative vote of the majority of the remaining directors,
670	even though the remaining directors constitute less than a
671	quorum, or by the sole remaining director, as the case may be,
672	or, if the vacancy is not so filled or if no director remains,
673	by the members or, on the application of any person, by the
674	circuit court of the county where the registered office of the
675	corporation is located.
676	(2)  Whenever a vacancy occurs with respect to a director
677	elected by a class, chapter, unit, or group, the vacancy may be
678	filled only by members of that class, chapter, unit, or group,
679	or by a majority of the directors then in office elected by such
680	class, chapter, unit, or group.
681	(3)(2)  The term of a director elected or appointed to fill
682	a vacancy expires at the next annual meeting at which directors
683	are elected shall be elected or appointed for the unexpired term
684	of his or her predecessor in office. Any directorship to be
685	filled by reason of an increase in the number of directors may
686	be filled by the board of directors, but only for a term of
687	office continuing until the next election of directors by the
688	members or, if the corporation has no members or no members
689	having the right to vote thereon, for such term of office as is
690	provided in the articles of incorporation or the bylaws.
691	(4)(3)  A vacancy that will occur at a specific later date,
692	by reason of a resignation effective at a later date under s.
693	617.0807 or otherwise, may be filled before the vacancy occurs.
694	However, the new director may not take office until the vacancy
695	occurs.
696	Section 43.  Subsection (2) of section 617.0832, Florida
697	Statutes, is amended, and subsection (3) is added to that
698	section, to read:
699	617.0832  Director conflicts of interest.--
700	(2)  For purposes of paragraph (1)(a) only, a conflict-of-
701	interest transaction is authorized, approved, or ratified if it
702	receives the affirmative vote of a majority of the directors on
703	the board of directors, or on the committee, who have no
704	relationship or interest in the transaction described in
705	subsection (1), but a transaction may not be authorized,
706	approved, or ratified under this section by a single director.
707	If a majority of the directors who have no relationship or
708	interest in the transaction vote to authorize, approve, or
709	ratify the transaction, a quorum is present for the purpose of
710	taking action under this section. The presence of, or a vote
711	cast by, a director having a relationship or interest in the
712	transaction does not affect the validity of any action taken
713	under paragraph (1)(a) if the transaction is otherwise
714	authorized, approved, or ratified as provided in subsection (1),
715	but such presence or vote of such a director may be counted for
716	purposes of determining whether the transaction is approved
717	under other sections of this chapter.
718	(3)  For purposes of paragraph (1)(b), a conflict-of-
719	interest transaction is authorized, approved, or ratified if it
720	receives the vote of a majority in interest of the members
721	entitled to vote under this subsection. A director who has a
722	relationship or interest in the transaction described in
723	subsection (1) may not vote to determine whether to authorize,
724	approve, or ratify a conflict-of-interest transaction under
725	paragraph (1)(b). However, the vote of that director is counted
726	in determining whether the transaction is approved under other
727	sections of this chapter. A majority in interest of the members
728	entitled to vote on the transaction under this subsection
729	constitutes a quorum for the purpose of taking action under this
730	section. Common or interested directors may be counted in
731	determining the presence of a quorum at a meeting of the board
732	of directors or a committee thereof which authorizes, approves,
733	or ratifies such contract or transaction.
734	Section 44.  Section 617.0833, Florida Statutes, is amended
735	to read:
736	617.0833  Loans to directors or officers.--Loans, other
737	than through the purchase of bonds, debentures, or similar
738	obligations of the type customarily sold in public offerings, or
739	through ordinary deposit of funds in a bank, may not be made by
740	a corporation to its directors or officers, or to any other
741	corporation, firm, association, or other entity in which one or
742	more of its directors or officers is a director or officer or
743	holds a substantial financial interest, except a loan by one
744	corporation which is exempt from federal income taxation under
745	s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
746	to another corporation which is exempt from federal income
747	taxation under s. 501(c)(3) of the Internal Revenue Code of
748	1986, as amended. A loan made in violation of this section is a
749	violation of the duty to the corporation of the directors or
750	officers authorizing it or participating in it, but the
751	obligation of the borrower with respect to the loan is shall not
752	be affected thereby.
753	Section 45.  Subsection (1) of section 617.0834, Florida
754	Statutes, is amended to read:
755	617.0834  Officers and directors of certain corporations
756	and associations not for profit; immunity from civil
757	liability.--
758	(1)  An officer or director of a nonprofit organization
759	recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
760	the Internal Revenue Code of 1986, as amended, or of an
761	agricultural or a horticultural organization recognized under s.
762	501(c)(5), of the Internal Revenue Code of 1986, as amended, is
763	not personally liable for monetary damages to any person for any
764	statement, vote, decision, or failure to take an action,
765	regarding organizational management or policy by an officer or
766	director, unless:
767	(a)  The officer or director breached or failed to perform
768	his or her duties as an officer or director; and
769	(b)  The officer's or director's breach of, or failure to
770	perform, his or her duties constitutes:
771	1.  A violation of the criminal law, unless the officer or
772	director had reasonable cause to believe his or her conduct was
773	lawful or had no reasonable cause to believe his or her conduct
774	was unlawful.  A judgment or other final adjudication against an
775	officer or director in any criminal proceeding for violation of
776	the criminal law estops that officer or director from contesting
777	the fact that his or her breach, or failure to perform,
778	constitutes a violation of the criminal law, but does not estop
779	the officer or director from establishing that he or she had
780	reasonable cause to believe that his or her conduct was lawful
781	or had no reasonable cause to believe that his or her conduct
782	was unlawful;
783	2.  A transaction from which the officer or director
784	derived an improper personal benefit, either directly or
785	indirectly; or
786	3.  Recklessness or an act or omission that which was
787	committed in bad faith or with malicious purpose or in a manner
788	exhibiting wanton and willful disregard of human rights, safety,
789	or property.
790	Section 46.  Subsections (2) and (3) of section 617.1007,
791	Florida Statutes, are amended to read:
792	617.1007  Restated articles of incorporation.--
793	(2)  The restatement may include one or more amendments to
794	the articles of incorporation. If the restatement includes an
795	amendment requiring member approval, it must be adopted as
796	provided in s. 617.1002.
797	(3)  A corporation restating its articles of incorporation
798	shall deliver to the department of State for filing articles of
799	restatement, executed in accordance with the provisions of s.
800	617.01201, setting forth the name of the corporation and the
801	text of the restated articles of incorporation together with a
802	certificate setting forth:
803	(a)  Whether the restatement contains an amendment to the
804	articles of incorporation requiring member approval and, if it
805	does not, that the board of directors adopted the restatement;
806	or
807	(b)  If the restatement contains an amendment to the
808	articles of incorporation requiring member approval, the
809	information required by s. 617.1006.
810	Section 47.  Subsection (2) of section 617.1101, Florida
811	Statutes, is amended, and subsection (3) is added to that
812	section, to read:
813	617.1101  Plan of merger.--
814	(2)  Each corporation must adopt a plan of merger setting
815	forth:
816	(a)  The names of the corporations proposing to merge and
817	the name of the surviving corporation into which each other
818	corporation plans to merge, which is hereinafter designated as
819	the surviving corporation;
820	(b)  The terms and conditions of the proposed merger;
821	(c)  A statement of any changes in the articles of
822	incorporation of the surviving corporation to be effected by
823	such merger; and
824	(d)  The manner and basis, if any, of converting the
825	memberships of each merging corporation into memberships,
826	obligations, or securities of the surviving corporation or any
827	other corporation or, in whole or in part, into cash or other
828	property. Such other provisions with respect to the proposed
829	merger as are deemed necessary or desirable.
830	(3)  The plan of merger may set forth:
831	(a)  Amendments to, or a restatement of, the articles of
832	incorporation of the surviving corporation;
833	(b)  The effective date of the merger, which may be on or
834	after the date of filing the articles of incorporation or
835	merger; or
836	(c)  Other provisions relating to the merger.
837	Section 48.  Section 617.1102, Florida Statutes, is created
838	to read:
839	617.1102  Limitation on merger.--A corporation not for
840	profit organized under this chapter may merge with one or more
841	other business entities, as identified in s. 607.1108(1), only
842	if the surviving entity of such merger is a corporation not for
843	profit or other business entity that has been organized as a
844	not-for-profit entity under a governing statute or other
845	applicable law that allows such a merger.
846	Section 49.  Section 617.1301, Florida Statutes, is created
847	to read:
848	617.1301  Prohibited distributions.--Except as authorized
849	in ss. 617.0505 and 617.1302, a corporation may not make any
850	distributions to its members.
851	Section 50.  Section 617.1302, Florida Statutes, is created
852	to read:
853	617.1302  Authorized distributions.--
854	(1)  A mutual benefit corporation may purchase its
855	memberships pursuant to s. 617.0608 only if, after the purchase
856	is completed:
857	(a)  The mutual benefit corporation is able to pay its
858	debts as they become due in the usual course of its activities;
859	and
860	(b)  The total assets of the mutual benefit corporation at
861	least equal the sum of its total liabilities.
862	(2)  A corporation may make distributions upon dissolution
863	in conformity with the dissolution provisions of this chapter.
864	Section 51.  Subsection (4) of section 617.1405, Florida
865	Statutes, is amended to read:
866	617.1405  Effect of dissolution.--
867	(4)  The name of a dissolved corporation is shall not be
868	available for assumption or use by another corporation until
869	after 120 days after the effective date of dissolution unless
870	the dissolved corporation provides the department with an
871	affidavit, executed pursuant to s. 617.01201, authorizing the
872	immediate assumption or use of the name by another corporation.
873	Section 52.  Section 617.1407, Florida Statutes, is created
874	to read:
875	617.1407  Unknown claims against dissolved corporation.--
876	(1)  A dissolved corporation or successor entity may
877	execute one of the following procedures to resolve payment of
878	unknown claims:
879	(a)  A dissolved corporation or successor entity may file
880	notice of its dissolution with the department on the form
881	prescribed by the department and request that persons having
882	claims against the corporation which are not known to the
883	corporation or successor entity present them in accordance with
884	the notice. The notice must:
885	1.  State the name of the corporation and the date of
886	dissolution;
887	2.  Describe the information that must be included in a
888	claim and provide a mailing address to which the claim may be
889	sent; and
890	3.  State that a claim against the corporation under this
891	subsection is barred unless a proceeding to enforce the claim is
892	commenced within 4 years after the filing of the notice.
893	(b)  A dissolved corporation or successor entity may,
894	within 10 days after filing articles of dissolution with the
895	department, publish a "Notice of Corporate Dissolution." The
896	notice must appear once a week for 2 consecutive weeks in a
897	newspaper of general circulation in the county in the state in
898	which the corporation has its principal office, if any, or, if
899	none, in a county in the state in which the corporation owns
900	real or personal property. Such newspaper shall meet the
901	requirements as are prescribed by law for such purposes. The
902	notice must:
903	1.  State the name of the corporation and the date of
904	dissolution;
905	2.  Describe the information that must be included in a
906	claim and provide a mailing address to which the claim may be
907	sent; and
908	3.  State that a claim against the corporation under this
909	subsection is barred unless a proceeding to enforce the claim is
910	commenced within 4 years after the date of the second
911	consecutive weekly publication of the notice.
912	(2)  If the dissolved corporation or successor entity
913	complies with paragraph (1)(a) or paragraph (1)(b), the claim of
914	each of the following claimants is barred unless the claimant
915	commences a proceeding to enforce the claim against the
916	dissolved corporation within 4 years after the date of filing
917	the notice with the department or the date of the second
918	consecutive weekly publication, as applicable:
919	(a)  A claimant who did not receive written notice under s.
920	617.1408(9), or whose claim is not provided for under s.
921	617.1408(10), regardless of whether such claim is based on an
922	event occurring before or after the effective date of
923	dissolution.
924	(b)  A claimant whose claim was timely sent to the
925	dissolved corporation but on which no action was taken.
926	(3)  A claim may be entered under this section:
927	(a)  Against the dissolved corporation, to the extent of
928	its undistributed assets; or
929	(b)  If the assets have been distributed in liquidation,
930	against a member of the dissolved corporation to the extent of
931	such member's pro rata share of the claim or the corporate
932	assets distributed to such member in liquidation, whichever is
933	less; however, the aggregate liability of any member of a
934	dissolved corporation may not exceed the amount distributed to
935	the member in dissolution.
936	Section 53.  Section 617.1408, Florida Statutes, is created
937	to read:
938	617.1408  Known claims against dissolved corporation.--
939	(1)  A dissolved corporation or successor entity may
940	dispose of the known claims against it by following the
941	procedures described in subsections (2), (3), and (4).
942	(2)  The dissolved corporation or successor entity shall
943	deliver to each of its known claimants written notice of the
944	dissolution at any time after its effective date. The written
945	notice must:
946	(a)  Provide a reasonable description of the claim that the
947	claimant may be entitled to assert;
948	(b)  State whether the claim is admitted or not admitted,
949	in whole or in part, and, if admitted:
950	1.  The amount that is admitted, which may be as of a given
951	date; and
952	2.  Any interest obligation if fixed by an instrument of
953	indebtedness;
954	(c)  Provide a mailing address where a claim may be sent;
955	(d)  State the deadline, which must be at least 120 days
956	after the effective date of the written notice, by which
957	confirmation of the claim must be delivered to the dissolved
958	corporation or successor entity; and
959	(e)  State that the corporation or successor entity may
960	make distributions thereafter to other claimants and the members
961	of the corporation or persons interested as having been such
962	without further notice.
963	(3)  A dissolved corporation or successor entity may
964	reject, in whole or in part, any claim made by a claimant
965	pursuant to this section by mailing notice of such rejection to
966	the claimant within 90 days after receipt of such claim and, in
967	all events, at least 150 days before expiration of 3 years
968	following the effective date of dissolution. The notice must be
969	accompanied by a copy of this section.
970	(4)  A dissolved corporation or successor entity electing
971	to follow the procedures described in subsections (2) and (3)
972	must also give notice of dissolution to persons having known
973	claims that are contingent upon the occurrence or nonoccurrence
974	of future events, or are otherwise conditional or unmatured, and
975	request that such persons present such claims in accordance with
976	the terms of the notice. The notice must be in substantially the
977	form, and sent in the same manner, as described in subsection
978	(2).
979	(5)  A dissolved corporation or successor entity shall
980	offer any claimant whose known claim is contingent, conditional,
981	or unmatured such security as the corporation or entity
982	determines is sufficient to provide compensation to the claimant
983	if the claim matures. The dissolved corporation or successor
984	entity shall deliver such offer to the claimant within 90 days
985	after receipt of such claim and, in all events, at least 150
986	days before expiration of 3 years following the effective date
987	of dissolution. If the claimant offered such security does not
988	deliver in writing to the dissolved corporation or successor
989	entity a notice rejecting the offer within 120 days after
990	receipt of such offer, the claimant is deemed to have accepted
991	such security as the sole source from which to satisfy his or
992	her claim against the corporation.
993	(6)  A dissolved corporation or successor entity that has
994	given notice in accordance with subsections (2) and (4) shall
995	petition the circuit court in the county where the corporation's
996	principal office is located or was located on the effective date
997	of dissolution to determine the amount and form of security
998	which is sufficient to provide compensation to a claimant who
999	has rejected the offer for security made pursuant to subsection
1000	(5).
1001	(7)  A dissolved corporation or successor entity that has
1002	given notice in accordance with subsection (2) shall petition
1003	the circuit court in the county where the corporation's
1004	principal office is located or was located on the effective date
1005	of dissolution to determine the amount and form of security
1006	which is sufficient to provide compensation to claimants whose
1007	claims are known to the corporation or successor entity but
1008	whose identities are unknown. The court shall appoint a guardian
1009	ad litem to represent all claimants whose identities are unknown
1010	in any proceeding brought under this subsection. The reasonable
1011	fees and expenses of such guardian, including all reasonable
1012	expert witness fees, shall be paid by the petitioner in such
1013	proceeding.
1014	(8)  The giving of any notice or making of any offer
1015	pursuant to this section does not revive any claim then barred,
1016	does not constitute acknowledgment by the dissolved corporation
1017	or successor entity that any person to whom such notice is sent
1018	is a proper claimant, and does not operate as a waiver of any
1019	defense or counterclaim in respect of any claim asserted by any
1020	person to whom such notice is sent.
1021	(9)  A dissolved corporation or successor entity that has
1022	followed the procedures described in subsections (2)-(7) shall:
1023	(a)  Pay the claims admitted or made and not rejected in
1024	accordance with subsection (3);
1025	(b)  Post the security offered and not rejected pursuant to
1026	subsection (5);
1027	(c)  Post any security ordered by the circuit court in any
1028	proceeding under subsections (6) and (7); and
1029	(d)  Pay or make provision for all other known obligations
1030	of the corporation or the successor entity. Such claims or
1031	obligations shall be paid in full, and any provision for
1032	payments shall be made in full if there are sufficient funds. If
1033	there are insufficient funds, the claims and obligations shall
1034	be paid or provided for according to their priority and, among
1035	claims of equal priority, ratably to the extent of funds legally
1036	available for payment. Any remaining funds shall be distributed
1037	in accordance with s. 617.1406; however, such distribution may
1038	not be made until 150 days after the date of the last notice of
1039	rejections given pursuant to subsection (3). In the absence of
1040	actual fraud, the judgment of the directors of the dissolved
1041	corporation or the governing persons of the successor entity as
1042	to the provisions made for the payment of all obligations under
1043	this paragraph is conclusive.
1044	(10)  A dissolved corporation or successor entity that has
1045	not followed the procedures described in subsections (2) and (3)
1046	shall pay or make reasonable provision to pay all known claims
1047	and obligations, including all contingent, conditional, or
1048	unmatured claims known to the corporation or the successor
1049	entity and all claims that are known to the dissolved
1050	corporation or the successor entity but for which the identity
1051	of the claimant is unknown. Such claims shall be paid in full,
1052	and any provision for payment made shall be made in full if
1053	there are sufficient funds. If there are insufficient funds,
1054	such claims and obligations shall be paid or provided for
1055	according to their priority and, among claims of equal priority,
1056	ratably to the extent of funds legally available for payment
1057	thereof. Any remaining funds shall be distributed in accordance
1058	with s. 617.1406.
1059	(11)  Directors of a dissolved corporation or governing
1060	persons of a successor entity that has complied with subsection
1061	(9) or subsection (10) are not personally liable to the
1062	claimants of the dissolved corporation.
1063	(12)  A member of a dissolved corporation the assets of
1064	which were distributed pursuant to subsection (9) or subsection
1065	(10) is not liable for any claim against the corporation greater
1066	than the member's pro rata share of the claim or the amount
1067	distributed to the member, whichever is less.
1068	(13)  A member of a dissolved corporation, the assets of
1069	which were distributed pursuant to subsection (9), is not liable
1070	for any claim against the corporation which is known to the
1071	corporation or successor entity and on which a proceeding is
1072	begun after the expiration of 3 years following the effective
1073	date of dissolution.
1074	(14)  The aggregate liability of any member of a dissolved
1075	corporation for claims against the dissolved corporation may not
1076	be greater than the amount distributed to the member in
1077	dissolution.
1078	Section 54.  Subsection (6) of section 617.1421, Florida
1079	Statutes, is repealed.
1080	Section 55.  Section 617.1422, Florida Statutes, is amended
1081	to read:
1082	617.1422  Reinstatement following administrative
1083	dissolution.--
1084	(1)(a)  A corporation administratively dissolved under s.
1085	617.1421 may apply to the department of State for reinstatement
1086	at any time after the effective date of dissolution. The
1087	corporation must submit a reinstatement form prescribed and
1088	furnished by the department or a current uniform business report
1089	signed by a registered agent and an officer or director and
1090	submit application must:
1091	1.  Recite the name of the corporation and the effective
1092	date of its administrative dissolution;
1093	2.  State that the ground or grounds for dissolution either
1094	did not exist or have been eliminated and that no further
1095	grounds currently exist for dissolution;
1096	3.  State that the corporation's name satisfies the
1097	requirements of s. 617.0401; and
1098	4.  State that all fees owed by the corporation and
1099	computed at the rate provided by law at the time the corporation
1100	applies for reinstatement. have been paid; or
1101	(b)  Submit a current annual report, signed by the
1102	registered agent and an officer or director, which substantially
1103	complies with the requirements of paragraph (a).
1104	(2)  If the department of State determines that the
1105	application contains the information required by subsection (1)
1106	and that the information is correct, it shall file the document,
1107	cancel the certificate of dissolution, and reinstate the
1108	corporation effective on the date which the reinstatement
1109	document is filed.
1110	(3)  When the reinstatement is effective, it relates back
1111	to and takes effect as of the effective date of the
1112	administrative dissolution and the corporation resumes carrying
1113	on its business affairs as if the administrative dissolution had
1114	never occurred.
1115	(4)  The name of the dissolved corporation is not available
1116	for assumption or use by another corporation until 1 year after
1117	the effective date of dissolution unless the dissolved
1118	corporation provides the department with an affidavit executed
1119	pursuant to s. 617.01201 authorizing the immediate assumption or
1120	use of the name by another corporation.
1121	(5)(4)  If the name of the dissolved corporation has been
1122	lawfully assumed in this state by another corporation, the
1123	department of State shall require the dissolved corporation to
1124	amend its articles of incorporation to change its name before
1125	accepting its application for reinstatement.
1126	Section 56.  Subsection (2) of section 617.1430, Florida
1127	Statutes, is amended to read:
1128	617.1430  Grounds for judicial dissolution.--A circuit
1129	court may dissolve a corporation:
1130	(2)  In a proceeding brought by at least 50 members or
1131	members holding at least 10 percent of the voting power,
1132	whichever is less, or by a member or group or percentage of
1133	members as otherwise provided in the articles of incorporation
1134	or bylaws, or by a director or any person authorized in the
1135	articles of incorporation, by a member if it is established
1136	that:
1137	(a)  The directors are deadlocked in the management of the
1138	corporate affairs, the members are unable to break the deadlock,
1139	and irreparable injury to the corporation is threatened or being
1140	suffered;
1141	(b)  The members are deadlocked in voting power and have
1142	failed to elect successors to directors whose terms have expired
1143	or would have expired upon qualification of their successors; or
1144	(c)  The corporate assets are being misapplied or wasted.
1145	Section 57.  Subsection (2) of section 617.1503, Florida
1146	Statutes, is amended to read:
1147	617.1503  Application for certificate of authority.--
1148	(2)  The foreign corporation shall deliver with the
1149	completed application a certificate of existence, (or a document
1150	of similar import,) duly authenticated, within not more than 90
1151	days prior to delivery of the application to the department of
1152	State, by the Secretary of State or other official having
1153	custody of corporate records in the jurisdiction under the law
1154	of which it is incorporated. A translation of the certificate,
1155	under oath of the translator, must be attached to a certificate
1156	that which is in a language other than the English language.
1157	Section 58.  Subsection (2) of section 617.1504, Florida
1158	Statutes, is amended to read:
1159	617.1504  Amended certificate of authority.--
1160	(2)  Such application shall be made within 90 30 days after
1161	the occurrence of any change mentioned in subsection (1), shall
1162	be made on forms prescribed by the department of State, shall be
1163	executed and filed in the same manner as an original application
1164	for authority, and shall set forth:
1165	(a)  The name of the foreign corporation as it appears on
1166	the department's records of the Department of State;
1167	(b)  The jurisdiction of its incorporation;
1168	(c)  The date it was authorized to conduct its affairs in
1169	this state;
1170	(d)  If the name of the foreign corporation has been
1171	changed, the name relinquished, the new name, a statement that
1172	the change of name has been effected under the laws of the
1173	jurisdiction of its incorporation, and the date the change was
1174	effected;
1175	(e)  If the period of duration has been changed, a
1176	statement of such change and the date the change was effected;
1177	(f)  If the jurisdiction of incorporation has been changed,
1178	a statement of such change and the date the change was effected;
1179	and
1180	(g)  If the purpose or purposes that which the corporation
1181	intends to pursue in this state have been changed, a statement
1182	of such new purpose or purposes, and a further statement that
1183	the corporation is authorized to pursue such purpose or purposes
1184	in the jurisdiction of its incorporation.
1185	Section 59.  Section 617.1506, Florida Statutes, is amended
1186	to read:
1187	617.1506  Corporate name of foreign corporation.--
1188	(1)  A foreign corporation may is not entitled to file an
1189	application for a certificate of authority unless the corporate
1190	name of such corporation satisfies the requirements of s.
1191	617.0401. To obtain or maintain a certificate of authority to
1192	transact business in this state, the foreign corporation:
1193	(a)  May add the word "corporation" or "incorporated" or
1194	the abbreviation "corp." or "inc." or words of like import,
1195	which as will clearly indicate that it is a corporation instead
1196	of a natural person or partnership or other business entity;
1197	however, to its corporate name for use in this state, provided,
1198	the name of a foreign corporation may not contain the word
1199	"company" or the abbreviation "co."; or
1200	(b)  May use an alternate name to transact business in this
1201	state if its real name is unavailable. Any alternate corporate
1202	name adopted for use in this state must be cross-referenced to
1203	the real corporate name in the records of the Division of
1204	Corporations. If the real corporate name of the corporation
1205	becomes available in this state or if the corporation chooses to
1206	change its alternate name and it delivers to the Department of
1207	State, for filing, a copy of the resolution of its board of
1208	directors, changing or withdrawing the alternate name and
1209	executed as required by s. 617.01201, must be delivered for
1210	filing adopting an alternate name.
1211	(2)  The corporate name, including the alternate name, of a
1212	foreign corporation must be distinguishable, within the records
1213	of the Division of Corporations, from:
1214	(a)  Any corporate name of a corporation for profit
1215	incorporated or authorized to transact business in this state.
1216	(b)(a)  The alternate name of another foreign corporation
1217	authorized to transact business in this state.
1218	(c)(b)  The corporate name of a not-for-profit corporation
1219	incorporated or authorized to transact business in this state.
1220	(d)(c)  The names of all other entities or filings, except
1221	fictitious name registrations pursuant to s. 865.09, organized,
1222	or registered under the laws of this state, that are on file
1223	with the Division of Corporations.
1224	(3)  If a foreign corporation authorized to transact
1225	business in this state changes its corporate name to one that
1226	does not satisfy the requirements of s. 617.0401 607.0401, such
1227	corporation may not transact business in this state under the
1228	changed name until the corporation adopts a name satisfying the
1229	requirements of s. 617.0401 607.0401.
1230	(4)  The corporate name must be distinguishable from the
1231	names of all other entities or filings, organized, registered,
1232	or reserved under the laws of the state that are on file with
1233	the Division of Corporations, except fictitious name
1234	registrations pursuant to s. 865.09.
1235	Section 60.  Subsection (6) of section 617.1530, Florida
1236	Statutes, is amended to read:
1237	617.1530  Grounds for revocation of authority to conduct
1238	affairs.--The department of State may commence a proceeding
1239	under s. 617.1531 to revoke the certificate of authority of a
1240	foreign corporation authorized to conduct its affairs in this
1241	state if:
1242	(6)  The department of State receives a duly authenticated
1243	certificate from the secretary of state or other official having
1244	custody of corporate records in the jurisdiction under the law
1245	of which the foreign corporation is incorporated stating that it
1246	has been dissolved or disappeared as the result of a merger.
1247	Section 61.  Paragraph (a) of subsection (5) of section
1248	617.1601, Florida Statutes, is amended to read:
1249	617.1601  Corporate records.--
1250	(5)  A corporation shall keep a copy of the following
1251	records:
1252	(a)  Its articles of incorporation or restated articles of
1253	incorporation and all amendments to them currently in effect.
1254	Section 62.  Subsections (1), (2), and (4) of section
1255	617.1602, Florida Statutes, are amended to read:
1256	617.1602  Inspection of records by members.--
1257	(1)  A member of a corporation is entitled to inspect and
1258	copy, during regular business hours at the corporation's
1259	principal office or at a reasonable location specified by the
1260	corporation, any of the records of the corporation described in
1261	s. 617.1601(5), if the member gives the corporation written
1262	notice of his or her demand at least 10 5 business days before
1263	the date on which he or she wishes to inspect and copy.
1264	(2)  A member of a corporation is entitled to inspect and
1265	copy, during regular business hours at a reasonable location
1266	specified by the corporation, any of the following records of
1267	the corporation if the member meets the requirements of
1268	subsection (3) and gives the corporation written notice of his
1269	or her demand at least 10 5 business days before the date on
1270	which he or she wishes to inspect and copy:
1271	(a)  Excerpts from minutes of any meeting of the board of
1272	directors, records of any action of a committee of the board of
1273	directors while acting in place of the board of directors on
1274	behalf of the corporation, minutes of any meeting of the
1275	members, and records of action taken by the members or board of
1276	directors without a meeting, to the extent not subject to
1277	inspection under subsection (1).
1278	(b)  Accounting records of the corporation.
1279	(c)  The record of members.
1280	(d)  Any other books and records.
1281	(4)  This section does not affect:
1282	(a)  The right of a member to inspect and copy records
1283	under s. 617.0730(6), or, if the member is in litigation with
1284	the corporation to inspect and copy records, to the same extent
1285	as any other litigant.
1286	(b)  The power of a court, independently of this chapter
1287	act, to compel the production of corporate records for
1288	examination.
1289	Section 63.  Section 617.1605, Florida Statutes, is amended
1290	to read:
1291	617.1605  Financial reports for members.--A corporation,
1292	upon a member's written demand, shall furnish that member its
1293	latest annual financial statements, which may be consolidated or
1294	combined statements of the corporation and one or more of its
1295	subsidiaries or affiliates, as appropriate, and which include a
1296	balance sheet as of the end of the fiscal year and a statement
1297	of operations for that year. If financial statements are
1298	prepared for the corporation on the basis of generally accepted
1299	accounting principles, the annual financial statements must also
1300	be prepared on such basis. Within 60 days following the end of
1301	the fiscal or calendar year or annually on such date as is
1302	otherwise provided in the bylaws of the corporation, the board
1303	of directors of the corporation shall mail or furnish by
1304	personal delivery to each member a complete financial report of
1305	actual receipts and expenditures for the previous 12 months. The
1306	report shall show the amounts of receipts by accounts and
1307	receipt classifications and shall show the amounts of expenses
1308	by accounts and expense classifications.
1309	Section 64.  Section 617.1703, Florida Statutes, is created
1310	to read:
1311	617.1703  Application of chapter.--In the event of any
1312	conflict between the provisions of this chapter and chapter 718
1313	regarding condominiums, chapter 719 regarding cooperatives,
1314	chapter 720 regarding homeowners' associations, chapter 721
1315	regarding timeshares, or chapter 723 regarding mobile home
1316	owners' associations, the provisions of such other chapters
1317	shall apply. The provisions of ss. 617.0605-617.0608 do not
1318	apply to corporations regulated by any of the foregoing chapters
1319	or to any other corporation where membership in the corporation
1320	is required pursuant to a document recorded in the county
1321	property records.
1322	Section 65.  Subsection (8) is added to section 617.1803,
1323	Florida Statutes, to read:
1324	617.1803  Domestication of foreign not-for-profit
1325	corporations.--
1326	(8)  When a domestication becomes effective:
1327	(a)  The title to all real and personal property, both
1328	tangible and intangible, of the foreign corporation remains in
1329	the domesticated corporation without reversion or impairment;
1330	(b)  The liabilities of the foreign corporation remain the
1331	liabilities of the domesticated corporation;
1332	(c)  An action or proceeding against the foreign
1333	corporation continues against the domesticated corporation as if
1334	the domestication had not occurred;
1335	(d)  The articles of incorporation attached to the
1336	certificate of domestication constitute the articles of
1337	incorporation of the domesticated corporation; and
1338	(e)  Membership interests in the foreign corporation remain
1339	identical in the domesticated corporation.
1340	Section 66.  Section 617.1806, Florida Statutes, is amended
1341	to read:
1342	617.1806  Conversion to corporation not for profit;
1343	petition and contents.--A petition for conversion to a
1344	corporation not for profit pursuant to s. 617.1805 shall be
1345	accompanied by the written consent of all the shareholders
1346	authorizing the change in the corporate nature and directing an
1347	authorized officer to file such petition before the court,
1348	together with a statement agreeing to accept all the property of
1349	the petitioning corporation and agreeing to assume and pay all
1350	its indebtedness and liabilities, and the proposed articles of
1351	incorporation signed by the president and secretary of the
1352	petitioning corporation which shall set forth the provisions
1353	required in original articles of incorporation by s. 617.0202.
1354	Section 67.  Section 617.1907, Florida Statutes, is amended
1355	to read:
1356	617.1907  Effect of repeal or amendment of prior acts.--
1357	(1)  Except as provided in subsection (2), the repeal or
1358	amendment of a statute by this act does not affect:
1359	(a)  The operation of the statute or any action taken under
1360	it before its repeal or amendment;
1361	(b)  Any ratification, right, remedy, privilege,
1362	obligation, or liability acquired, accrued, or incurred under
1363	the statute before its repeal or amendment;
1364	(c)  Any violation of the statute, or any penalty,
1365	forfeiture, or punishment incurred because of the violation,
1366	before its repeal or amendment; or
1367	(d)  Any proceeding, reorganization, or dissolution
1368	commenced under the statute before its repeal or amendment, and
1369	the proceeding, reorganization, or dissolution may be completed
1370	in accordance with the statute as if it had not been repealed or
1371	amended.
1372	(2)  If a penalty or punishment imposed for violation of a
1373	statute repealed or amended by this act is reduced by this act,
1374	the penalty or punishment if not already imposed shall be
1375	imposed in accordance with this act.
1376	Section 68.  Section 617.2103, Florida Statutes, is
1377	repealed.
1378	Section 69.  If any provision of this act or the
1379	application thereof to any person or circumstance is held
1380	invalid, the invalidity does not affect other provisions or
1381	applications of the act which can be given effect without the
1382	invalid provision or application, and to this end the provisions
1383	of this act are declared severable.
1384
1385	-----------------------------------------------------
1386	T I T L E  A M E N D M E N T
1387	Remove line 68 and insert:
1388	of certain creditors' claims; amending s. 617.01201, F.S.;
1389	requiring a document that is electronically transmitted to be in
1390	a format that may be retrieved in typewritten or printed form;
1391	requiring that a document be executed by a director of the
1392	domestic or foreign corporation; authorizing the delivery of a
1393	document by electronic transmission to the extent allowed by the
1394	Department of State; amending s. 617.0122, F.S.; requiring the
1395	department to collect a fee for filing an agent's statement of
1396	resignation from an inactive corporation; amending s. 617.0124,
1397	F.S.; authorizing a domestic or foreign corporation to correct a
1398	document filed by the department within 30 days under certain
1399	circumstances; amending s. 617.01401, F.S.; defining the terms
1400	"department," "distribution," "mutual benefit corporation,"
1401	"successor entity," and "voting power"; amending s. 617.0205,
1402	F.S.; requiring the incorporators to hold an organizational
1403	meeting after incorporation if the initial directors are not
1404	named in the articles of incorporation; amending s. 617.0302,
1405	F.S.; authorizing a corporation not for profit to make
1406	guaranties; amending s. 617.0503, F.S.; providing that an alien
1407	business organization may withdraw its registered agent
1408	designation by delivering an application for certificate of
1409	withdrawal to the department; amending s. 617.0505, F.S.;
1410	prohibiting a corporation not for profit from making
1411	distributions to its members; providing an exception; deleting
1412	provisions related to the issuance of certificates; amending s.
1413	617.0601, F.S.; correcting a reference to the Solicitation of
1414	Contributions Act; providing that certain stock certificates
1415	constitute certificates of membership; requiring that a
1416	resignation, expulsion, or termination of membership be recorded
1417	in the membership book; creating s. 617.0605, F.S.; prohibiting
1418	a member of a corporation from transferring a membership under
1419	certain circumstances; creating s. 617.0606, F.S.; providing
1420	that the resignation of a member does not relieve the member
1421	from obligations incurred and commitments made prior to
1422	resignation; creating s. 617.0607, F.S.; requiring that a member
1423	of a corporation be terminated or suspended pursuant to a
1424	procedure that is fair and reasonable; requiring that written
1425	notice given and delivered by certified mail or first-class
1426	mail; requiring that a proceeding challenging an expulsion,
1427	suspension, or termination be commenced within 1 year after the
1428	effective date of such expulsion, suspension, or termination;
1429	providing that a member who has been expelled or suspended may
1430	be liable to the corporation for dues, assessments, or fees;
1431	creating s. 617.0608, F.S.; prohibiting a corporation from
1432	purchasing any of its memberships; authorizing a mutual benefit
1433	corporation to purchase the membership of a member who resigns
1434	or whose membership is terminated; amending s. 617.0701, F.S.;
1435	authorizing the holders of at least 5 percent of the voting
1436	power of a corporation to call a special meeting of the members
1437	under certain circumstances; authorizing a person who signs a
1438	demand for a special meeting to call a special meeting of the
1439	members under certain circumstances; revising the timeframes
1440	relating to written member consent to actions; clarifying the
1441	types of corporations that are not subject to certain
1442	requirements; amending s. 617.0721, F.S.; authorizing the
1443	corporation to reject a proxy action if it has reasonable doubt
1444	as the validity of an appointment; providing that members and
1445	proxy holders who are not physically present at a meeting may
1446	participate by means of remote communication and are deemed to
1447	be present at the meeting under certain circumstances; amending
1448	s. 617.0725, F.S.; requiring an amendment to the articles of
1449	incorporation or the bylaws which adds a greater or lesser
1450	quorum or voting requirement to meet certain requirements;
1451	creating s. 617.07401, F.S.; prohibiting a person from
1452	commencing a proceeding in the right of a domestic or foreign
1453	corporation unless the person was a member of the corporation or
1454	became a member through transfer by operation of law; requiring
1455	that a complaint in a proceeding brought in the right of a
1456	domestic or foreign corporation be verified and allege the
1457	demand with particularity; authorizing the court to dismiss a
1458	derivative proceeding if the court finds that a determination
1459	was made in good faith after a reasonable investigation;
1460	prohibiting certain proceedings from being discontinued or
1461	settled without the approval of the court; authorizing the court
1462	to require a plaintiff to pay a defendant's reasonable expenses
1463	upon termination of a proceeding, including attorney's fees;
1464	amending s. 617.0801, F.S.; providing the duties of the board of
1465	directors; amending s. 617.0806, F.S.; providing that directors
1466	may be divided into classes; amending s. 617.0808, F.S.;
1467	providing that any member of the board of directors may be
1468	removed from office with or without cause by a certain vote;
1469	providing that a director who is elected by a class, chapter, or
1470	other organizational unit may be removed only by members of that
1471	class, chapter, or organizational unit; providing that a
1472	director elected or appointed by the board may be removed
1473	without cause by a vote of two-thirds of the directors then in
1474	office; providing that a director of a corporation described in
1475	s. 501(c) of the Internal Revenue Code may be removed from
1476	office pursuant to procedures provided in the articles of
1477	incorporation or the bylaws; amending s. 617.0809, F.S.;
1478	providing that a vacancy on the board of directors for a
1479	director elected by a class, chapter, unit, or group may be
1480	filled only by members of that class, chapter, unit, or group;
1481	providing that the term of a director elected or appointed to
1482	fill a vacancy expires at the next annual meeting at which
1483	directors are elected; amending s. 617.0832, F.S.; deleting a
1484	provision that authorizes common or interested directors to be
1485	counted in determining the presence of a quorum at a meeting
1486	that ratifies a contract between a corporation and one of its
1487	directors and any other corporation in which one of its
1488	directors is financially interested; providing circumstances
1489	under which a conflict-of-interest transaction is authorized;
1490	amending s. 617.0833, F.S.; providing an exception to the
1491	requirement that a loan may not be made by a corporation to its
1492	directors; amending s. 617.0834, F.S.; providing that an officer
1493	or director of a certain nonprofit organization or agricultural
1494	or horticultural organization is immune from civil liability;
1495	amending s. 617.1007, F.S.; providing that a restatement of the
1496	articles of incorporation of a corporation may include one or
1497	more amendments; amending s. 617.1101, F.S.; providing
1498	requirements for a plan of merger; creating s. 617.1102, F.S.;
1499	providing a limitation on the merger of a corporation not for
1500	profit; creating s. 617.1301, F.S.; prohibiting a corporation
1501	from making distributions to its members under certain
1502	circumstances; creating s. 617.1302, F.S.; providing that a
1503	mutual benefit corporation may purchase its memberships only
1504	under certain circumstances; authorizing a corporation to make
1505	distributions upon dissolution; amending s. 617.1405, F.S.;
1506	providing that the name of a dissolved corporation may be
1507	available for immediate assumption by another corporation if the
1508	dissolved corporation provides the department with an affidavit
1509	authorizing such use; creating s. 617.1407, F.S.; authorizing a
1510	dissolved corporation or successor entity to execute certain
1511	procedures to resolve payment of unknown claims against it;
1512	providing that certain claims against a dissolved corporation
1513	are barred; providing that a claim may be entered against a
1514	dissolved corporation under certain circumstances; creating s.
1515	617.1408, F.S.; authorizing a dissolved corporation or successor
1516	entity to execute certain procedures to dispose of known claims
1517	against it; requiring that a dissolved corporation deliver
1518	written notice of the dissolution to each of its known
1519	claimants; providing a procedure under which a dissolved
1520	corporation may reject a claim made against it; requiring that a
1521	dissolved corporation give notice of the dissolution to persons
1522	having known claims that are contingent, conditional, or
1523	unmatured; requiring that a dissolved corporation follow certain
1524	procedures in offering compensation to a claimant if the claim
1525	matures; requiring that a dissolved corporation petition the
1526	circuit court to determine the amount and form of security that
1527	is sufficient to provide compensation to certain claimants;
1528	providing that the giving of notice or making of an offer does
1529	not revive a claim that has been barred; providing that
1530	directors of a dissolved corporation or governing persons of a
1531	successor entity that has complied with certain procedures are
1532	not personally liable to the claimants of a dissolved
1533	corporation; providing that certain members of a dissolved
1534	corporation are not liable for any claim against the
1535	corporation; providing a limit on the aggregate liability of any
1536	member of a dissolved corporation; repealing s. 617.1421(6),
1537	F.S., relating to the assumption and use of the name of a
1538	dissolved corporation; amending s. 617.1422, F.S.; deleting
1539	certain requirements for an application to reinstate a
1540	corporation that has been dissolved; requiring that a
1541	corporation submit a reinstatement form prescribed and furnished
1542	by the department; providing that the name of a dissolved
1543	corporation is not available for assumption or use by another
1544	corporation until 1 year after the effective date of
1545	dissolution; providing an exception; amending s. 617.1430, F.S.;
1546	revising the requirements for members to dissolve a corporation
1547	in circuit court; amending s. 617.1503, F.S.; requiring a
1548	foreign corporation to deliver a certificate of existence
1549	authenticated by the Secretary of State; amending s. 617.1504,
1550	F.S.; requiring that a foreign corporation make application to
1551	the department to obtain an amended certificate of authority
1552	within 90 days after the occurrence of a change; amending s.
1553	617.1506, F.S.; requiring that an alternate corporate name
1554	adopted for use in this state be cross-referenced to the real
1555	corporate name in the records of the Division of Corporations;
1556	requiring that the corporate name of a foreign corporation be
1557	distinguishable from the corporate name of a corporation for
1558	profit incorporated or authorized to transact business in this
1559	state; amending s. 617.1530, F.S.; requiring that the department
1560	receive an authenticated certificate from the Secretary of State
1561	before commencing a proceeding to revoke the certificate of
1562	authority of a foreign corporation; amending s. 617.1601, F.S.;
1563	requiring that a corporation keep a copy of its articles of
1564	incorporation; amending s. 617.1602, F.S.; providing that a
1565	member of a corporation is entitled to inspect and copy certain
1566	records of the corporation at a reasonable location specified by
1567	the corporation; requiring that a member give the corporation
1568	written notice 10 days before the date on which he or she wishes
1569	to inspect and copy records; amending s. 617.1605, F.S.;
1570	revising the circumstances under which a corporation is required
1571	to furnish a member with its latest annual financial statement;
1572	creating s. 617.1703, F.S.; providing for the applicability of
1573	certain provisions to corporations regulated under the act;
1574	amending s. 617.1803, F.S.; providing for certain changes when a
1575	foreign not-for-profit corporation becomes domesticated;
1576	amending s. 617.1806, F.S.; revising the provisions for
1577	conversion to a corporation not for profit; amending s.
1578	617.1907, F.S.; providing that the repeal or amendment of a
1579	statute does not affect certain operations and proceedings;
1580	repealing s. 617.2103, F.S., relating to exemptions for certain
1581	corporations; providing severability; providing effective dates.
1582

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