Florida Senate - 2009 SB 1288
By Senator Aronberg
27-00015A-09 20091288__
1 A bill to be entitled
2 An act relating to corporations; amending s. 607.0501,
3 F.S.; deleting a provision providing that there shall
4 be no charge for telephone requests for certain
5 general corporate information; amending s. 607.1620,
6 F.S.; requiring that certain corporations furnish
7 annual financial statements to shareholders within a
8 specified period after the close of a fiscal year;
9 providing an exception; providing a means by which
10 such requirement may be satisfied; amending s.
11 617.01201, F.S.; requiring a document that is
12 electronically transmitted to be in a format that may
13 be retrieved in typewritten or printed form; requiring
14 that a document be executed by a director of the
15 domestic or foreign corporation; authorizing the
16 delivery of a document by electronic transmission to
17 the extent allowed by the Department of State;
18 amending s. 617.0122, F.S.; requiring the department
19 to collect a fee for filing an agent's statement of
20 resignation from an inactive corporation; amending s.
21 617.0124, F.S.; authorizing a domestic or foreign
22 corporation to correct a document filed by the
23 department within 30 days under certain circumstances;
24 amending s. 617.01401, F.S.; defining the terms
25 “department,” “distribution,” “mutual benefit
26 corporation,” “successor entity,” and “voting power”;
27 amending s. 617.0205, F.S.; requiring the
28 incorporators to hold an organizational meeting after
29 incorporation if the initial directors are not named
30 in the articles of incorporation; amending s.
31 617.0302, F.S.; authorizing a corporation not for
32 profit to make guaranties; amending s. 617.0501, F.S.;
33 deleting a provision providing that there shall be no
34 charge for telephone requests for certain general
35 corporate information; amending s. 617.0503, F.S.;
36 providing that an alien business organization may
37 withdraw its registered agent designation by
38 delivering an application for certificate of
39 withdrawal to the department; amending s. 617.0505,
40 F.S.; prohibiting a corporation not for profit from
41 making distributions to its members; providing an
42 exception; deleting provisions related to the issuance
43 of certificates; amending s. 617.0601, F.S.;
44 correcting a reference to the Solicitation of
45 Contributions Act; providing that certain stock
46 certificates constitute certificates of membership;
47 requiring that a resignation, expulsion, or
48 termination of membership be recorded in the
49 membership book; creating s. 617.0605, F.S.;
50 prohibiting a member of a corporation from
51 transferring a membership under certain circumstances;
52 creating s. 617.0606, F.S.; providing that the
53 resignation of a member does not relieve the member
54 from obligations incurred and commitments made prior
55 to resignation; creating s. 617.0607, F.S.; requiring
56 that a member of a corporation be terminated or
57 suspended pursuant to a procedure that is fair and
58 reasonable; requiring that written notice given and
59 delivered by certified mail or first-class mail;
60 requiring that a proceeding challenging an expulsion,
61 suspension, or termination be commenced within 1 year
62 after the effective date of such expulsion,
63 suspension, or termination; providing that a member
64 who has been expelled or suspended may be liable to
65 the corporation for dues, assessments, or fees;
66 creating s. 617.0608, F.S.; prohibiting a corporation
67 from purchasing any of its memberships; authorizing a
68 mutual benefit corporation to purchase the membership
69 of a member who resigns or whose membership is
70 terminated; amending s. 617.0701, F.S.; authorizing
71 the holders of at least 5 percent of the voting power
72 of a corporation to call a special meeting of the
73 members under certain circumstances; authorizing a
74 person who signs a demand for a special meeting to
75 call a special meeting of the members under certain
76 circumstances; revising the timeframes relating to
77 written member consent to actions; clarifying the
78 types of corporations that are not subject to certain
79 requirements; amending s. 617.0721, F.S.; authorizing
80 the corporation to reject a proxy action if it has
81 reasonable doubt as the validity of an appointment;
82 providing that members and proxy holders who are not
83 physically present at a meeting may participate by
84 means of remote communication and are deemed to be
85 present at the meeting under certain circumstances;
86 amending s. 617.0725, F.S.; requiring an amendment to
87 the articles of incorporation or the bylaws which adds
88 a greater or lesser quorum or voting requirement to
89 meet certain requirements; creating s. 617.07401,
90 F.S.; prohibiting a person from commencing a
91 proceeding in the right of a domestic or foreign
92 corporation unless the person was a member of the
93 corporation or became a member through transfer by
94 operation of law; requiring that a complaint in a
95 proceeding brought in the right of a domestic or
96 foreign corporation be verified and allege the demand
97 with particularity; authorizing the court to dismiss a
98 derivative proceeding if the court finds that a
99 determination was made in good faith after a
100 reasonable investigation; prohibiting certain
101 proceedings from being discontinued or settled without
102 the approval of the court; authorizing the court to
103 require a plaintiff to pay a defendant's reasonable
104 expenses upon termination of a proceeding, including
105 attorney's fees; amending s. 617.0801, F.S.; providing
106 the duties of the board of directors; amending s.
107 617.0802, F.S.; providing an exception to the required
108 minimum age of a member of the board of directors for
109 certain corporations; amending s. 617.0806, F.S.;
110 providing that directors may be divided into classes;
111 amending s. 617.0808, F.S.; providing that any member
112 of the board of directors may be removed from office
113 with or without cause by a certain vote; providing
114 that a director who is elected by a class, chapter, or
115 other organizational unit may be removed only by
116 members of that class, chapter, or organizational
117 unit; providing that a director elected or appointed
118 by the board may be removed without cause by a vote of
119 two-thirds of the directors then in office; providing
120 that a director of a corporation described in s.
121 501(c) of the Internal Revenue Code may be removed
122 from office pursuant to procedures provided in the
123 articles of incorporation or the bylaws; amending s.
124 617.0809, F.S.; providing that a vacancy on the board
125 of directors for a director elected by a class,
126 chapter, unit, or group may be filled only by members
127 of that class, chapter, unit, or group; providing that
128 the term of a director elected or appointed to fill a
129 vacancy expires at the next annual meeting at which
130 directors are elected; amending s. 617.0824, F.S.;
131 prohibiting certain directors from being counted
132 toward a quorum; amending s. 617.0832, F.S.; deleting
133 a provision that authorizes common or interested
134 directors to be counted in determining the presence of
135 a quorum at a meeting that ratifies a contract between
136 a corporation and one of its directors and any other
137 corporation in which one of its directors is
138 financially interested; providing circumstances under
139 which a conflict-of-interest transaction is
140 authorized; amending s. 617.0833, F.S.; providing an
141 exception to the requirement that a loan not be made
142 by a corporation to its directors; amending s.
143 617.0834, F.S.; providing that an officer or director
144 of a certain nonprofit organization or agricultural or
145 horticultural organization is immune from civil
146 liability; amending s. 617.1007, F.S.; providing that
147 a restatement of the articles of incorporation of a
148 corporation may include one or more amendments;
149 amending s. 617.1101, F.S.; providing requirements for
150 a plan of merger; creating s. 617.1102, F.S.;
151 providing a limitation on the merger of a corporation
152 not for profit; creating s. 617.1301, F.S.;
153 prohibiting a corporation from making distributions to
154 its members under certain circumstances; creating s.
155 617.1302, F.S.; providing that a mutual benefit
156 corporation may purchase its memberships only under
157 certain circumstances; authorizing a corporation to
158 make distributions upon dissolution; amending s.
159 617.1405, F.S.; providing that the name of a dissolved
160 corporation may be available for immediate assumption
161 by another corporation if the dissolved corporation
162 provides the department with an affidavit authorizing
163 such use; creating s. 617.1407, F.S.; authorizing a
164 dissolved corporation or successor entity to execute
165 certain procedures to resolve payment of unknown
166 claims against it; providing that certain claims
167 against a dissolved corporation are barred; providing
168 that a claim may be entered against a dissolved
169 corporation under certain circumstances; creating s.
170 617.1408, F.S.; authorizing a dissolved corporation or
171 successor entity to execute certain procedures to
172 dispose of known claims against it; requiring that a
173 dissolved corporation deliver written notice of the
174 dissolution to each of its known claimants; providing
175 a procedure under which a dissolved corporation may
176 reject a claim made against it; requiring that a
177 dissolved corporation give notice of the dissolution
178 to persons having known claims that are contingent,
179 conditional, or unmatured; requiring that a dissolved
180 corporation follow certain procedures in offering
181 compensation to a claimant if the claim matures;
182 requiring that a dissolved corporation petition the
183 circuit court to determine the amount and form of
184 security that is sufficient to provide compensation to
185 certain claimants; providing that the giving of notice
186 or making of an offer does not revive a claim that has
187 been barred; providing that directors of a dissolved
188 corporation or governing persons of a successor entity
189 that has complied with certain procedures are not
190 personally liable to the claimants of a dissolved
191 corporation; providing that certain members of a
192 dissolved corporation are not liable for any claim
193 against the corporation; providing a limit on the
194 aggregate liability of any member of a dissolved
195 corporation; repealing s. 617.1421(6), F.S., relating
196 to the assumption and use of the name of a dissolved
197 corporation; amending s. 617.1422, F.S.; deleting
198 certain requirements for an application to reinstate a
199 corporation that has been dissolved; requiring that a
200 corporation submit a reinstatement form prescribed and
201 furnished by the department; providing that the name
202 of a dissolved corporation is not available for
203 assumption or use by another corporation until 1 year
204 after the effective date of dissolution; providing an
205 exception; amending s. 617.1430, F.S.; revising the
206 requirements for members to dissolve a corporation in
207 circuit court; amending s. 617.1503, F.S.; requiring a
208 foreign corporation to deliver a certificate of
209 existence authenticated by the Secretary of State;
210 amending s. 617.1504, F.S.; requiring that a foreign
211 corporation make application to the department to
212 obtain an amended certificate of authority within 90
213 days after the occurrence of a change; amending s.
214 617.1506, F.S.; requiring that an alternate corporate
215 name adopted for use in this state be cross-referenced
216 to the real corporate name in the records of the
217 Division of Corporations; requiring that the corporate
218 name of a foreign corporation be distinguishable from
219 the corporate name of a corporation for profit
220 incorporated or authorized to transact business in
221 this state; amending s. 617.1530, F.S.; requiring that
222 the department receive an authenticated certificate
223 from the Secretary of State before commencing a
224 proceeding to revoke the certificate of authority of a
225 foreign corporation; amending s. 617.1601, F.S.;
226 requiring that a corporation keep a copy of its
227 articles of incorporation; amending s. 617.1602, F.S.;
228 providing that a member of a corporation is entitled
229 to inspect and copy certain records of the corporation
230 at a reasonable location specified by the corporation;
231 requiring that a member give the corporation written
232 notice 10 days before the date on which he or she
233 wishes to inspect and copy records; amending s.
234 617.1605, F.S.; revising the circumstances under which
235 a corporation is required to furnish a member with its
236 latest annual financial statement; creating s.
237 617.1703, F.S.; providing for the applicability of
238 certain provisions to corporations regulated under the
239 act; amending s. 617.1803, F.S.; providing for certain
240 changes when a foreign not-for-profit corporation
241 becomes domesticated; amending s. 617.1806, F.S.;
242 revising the provisions for conversion to a
243 corporation not for profit; amending s. 617.1907,
244 F.S.; providing that the repeal or amendment of a
245 statute does not affect certain operations and
246 proceedings; repealing s. 617.2103, F.S., relating to
247 exemptions for certain corporations; providing an
248 effective date.
249
250 Be It Enacted by the Legislature of the State of Florida:
251
252 Section 1. Subsection (4) of section 607.0501, Florida
253 Statutes, is amended to read:
254 607.0501 Registered office and registered agent.—
255 (4) The Department of State shall maintain an accurate
256 record of the registered agents and registered offices for the
257 service of process and shall furnish any information disclosed
258 thereby promptly upon request and payment of the required fee.
259 There shall be no charge for telephone requests for general
260 corporate information, including the corporation's status, names
261 of officers and directors, address of principal place of
262 business, and name and address of registered agent.
263 Section 2. Subsection (3) of section 607.1620, Florida
264 Statutes, is amended, and subsection (5) is added to that
265 section, to read:
266 607.1620 Financial statements for shareholders.—
267 (3) Any A corporation required by subsection (1) to furnish
268 annual financial statements to its shareholders shall furnish
269 mail the annual financial statements to each shareholder within
270 120 days after the close of each fiscal year or within such
271 additional time thereafter as is reasonably necessary to enable
272 the corporation to prepare its financial statements if, for
273 reasons beyond the corporation's control, it is unable to
274 prepare its financial statements within the prescribed period.
275 Thereafter, on written request from a shareholder who was not
276 furnished mailed the statements, the corporation shall furnish
277 mail him or her the latest annual financial statements.
278 (5) The requirement to furnish annual financial statements
279 as described in this section shall be satisfied by sending the
280 annual financial statements by mail or by electronic
281 transmission. If a corporation has an outstanding class of
282 securities registered under s. 12 of the Securities Exchange Act
283 of 1934, as amended, the requirement to furnish annual financial
284 statements shall be satisfied by complying with 17 C.F.R. s.
285 240.14a-16, as amended, with respect to the obligation of a
286 corporation to furnish an annual report to shareholders pursuant
287 to 17 C.F.R. s. 240.14a-3(b), as amended.
288 Section 3. Subsections (4), (6), and (9) of section
289 617.01201, Florida Statutes, are amended to read:
290 617.01201 Filing requirements.—
291 (4) The document must be typewritten or printed and must be
292 legible. If electronically transmitted, the document must be in
293 a format that may be retrieved or reproduced in typewritten or
294 printed form.
295 (6) The document must be executed:
296 (a) By a director the chair or any vice chair of the board
297 of directors of a domestic or foreign corporation, or by its
298 president or by another of its officers;
299 (b) If directors or officers have not been selected or the
300 corporation has not been formed, by an incorporator; or
301 (c) If the corporation is in the hands of a receiver,
302 trustee, or other court-appointed fiduciary, by the that
303 fiduciary.
304 (9) The document must be delivered to the office of the
305 department of State for filing. Delivery may be made by
306 electronic transmission if and to the extent allowed by the
307 department. If the document is filed in typewritten or printed
308 form and not transmitted electronically, the department may
309 require that and may be accompanied by one exact or conformed
310 copy be delivered with the document, (except as provided in s.
311 617.1508. The document), and must be accompanied by the correct
312 filing fee and any other tax or penalty required by this act or
313 other law.
314 Section 4. Subsection (7) of section 617.0122, Florida
315 Statutes, is amended to read:
316 617.0122 Fees for filing documents and issuing
317 certificates.—The Department of State shall collect the
318 following fees on documents delivered to the department for
319 filing:
320 (7) Agent's statement of resignation from inactive
321 administratively dissolved corporation: $35.
322 Any citizen support organization that is required by rule of the
323 Department of Environmental Protection to be formed as a
324 nonprofit organization and is under contract with the department
325 is exempt from any fees required for incorporation as a
326 nonprofit organization, and the Secretary of State may not
327 assess any such fees if the citizen support organization is
328 certified by the Department of Environmental Protection to the
329 Secretary of State as being under contract with the Department
330 of Environmental Protection.
331 Section 5. Subsections (1) and (2) of section 617.0124,
332 Florida Statutes, are amended to read:
333 617.0124 Correcting filed document.—
334 (1) A domestic or foreign corporation may correct a
335 document filed by the department of State within 30 10 business
336 days after filing if the document:
337 (a) The document contains an incorrect statement; or
338 (b) The document was defectively executed, attested,
339 sealed, verified, or acknowledged; or.
340 (c) The electronic transmission of the document was
341 defective.
342 (2) A document is corrected:
343 (a) By preparing articles of correction that:
344 1. Describe the document, (including its filing date) or
345 attach a copy of it to the articles;
346 2. Specify the incorrect statement and the reason it is
347 incorrect or the manner in which the execution was defective;
348 and
349 3. Correct the incorrect statement or defective execution;
350 and
351 (b) By delivering the executed articles of correction to
352 the department of State for filing.
353 Section 6. Section 617.01401, Florida Statutes, is amended
354 to read:
355 617.01401 Definitions.—As used in this chapter act, unless
356 the context otherwise requires, the term:
357 (1) “Articles of incorporation” includes original, amended,
358 and restated articles of incorporation, articles of
359 consolidation, and articles of merger, and all amendments
360 thereto, including documents designated by the laws of this
361 state as charters, and, in the case of a foreign corporation,
362 documents equivalent to articles of incorporation in the
363 jurisdiction of incorporation.
364 (2) “Board of directors” means the group of persons vested
365 with the management of the affairs of the corporation
366 irrespective of the name by which such group is designated,
367 including, but not limited to, managers or trustees.
368 (3) “Bylaws” means the code or codes of rules adopted for
369 the regulation or management of the affairs of the corporation
370 irrespective of the name or names by which such rules are
371 designated.
372 (4) “Corporation” or “domestic corporation” means a
373 corporation not for profit, subject to the provisions of this
374 chapter act, except a foreign corporation.
375 (5) “Corporation not for profit” means a corporation no
376 part of the income or profit of which is distributable to its
377 members, directors, or officers, except as otherwise provided
378 under this chapter.
379 (6) “Department” means the Department of State.
380 (7) “Distribution” means the payment of a dividend or any
381 part of the income or profit of a corporation to its members,
382 directors, or officers. A donation or transfer of corporate
383 assets or income to or from another not-for-profit corporation
384 qualified as tax-exempt under s. 501(c) of the Internal Revenue
385 Code or a governmental organization exempt from federal and
386 state income taxes, if such corporation or governmental
387 organization is a member of the corporation making such donation
388 or transfer, is not a distribution for purposes of this chapter.
389 (8)(6) “Electronic transmission” means any form of
390 communication, not directly involving the physical transmission
391 or transfer of paper, which creates a record that may be
392 retained, retrieved, and reviewed by a recipient thereof and
393 which may be directly reproduced in a comprehensible and legible
394 paper form by such recipient through an automated process.
395 Examples of electronic transmission include, but are not limited
396 to, telegrams, facsimile transmissions of images, and text that
397 is sent via electronic mail between computers.
398 (9)(7) “Foreign corporation” means a corporation not for
399 profit organized under laws other than the laws of this state.
400 (10)(8) “Insolvent” means the inability of a corporation to
401 pay its debts as they become due in the usual course of its
402 affairs.
403 (11)(9) “Mail” means the United States mail, facsimile
404 transmissions, and private mail carriers handling nationwide
405 mail services.
406 (12)(10) “Member” means one having membership rights in a
407 corporation in accordance with the provisions of its articles of
408 incorporation or bylaws or the provisions of this chapter act.
409 (13) “Mutual benefit corporation” means a domestic
410 corporation that is not organized primarily or exclusively for
411 religious purposes; is not recognized as exempt under s.
412 501(c)(3) of the Internal Revenue Code; and is not organized for
413 a public or charitable purpose that is required upon its
414 dissolution to distribute its assets to the United States, a
415 state, a local subdivision thereof, or a person that is
416 recognized as exempt under s. 501(c)(3) of the Internal Revenue
417 Code. The term does not include an association organized under
418 chapter 718, chapter 719, chapter 720, or chapter 721, or any
419 corporation where membership in the corporation is required
420 pursuant to a document recorded in county property records.
421 (14)(11) “Person” includes individual and entity.
422 (15) “Successor entity” means any trust, receivership, or
423 other legal entity that is governed by the laws of this state to
424 which the remaining assets and liabilities of a dissolved
425 corporation are transferred and that exists solely for the
426 purposes of prosecuting and defending suits by or against the
427 dissolved corporation and enabling the dissolved corporation to
428 settle and close the business of the dissolved corporation, to
429 dispose of and convey the property of the dissolved corporation,
430 to discharge the liabilities of the dissolved corporation, and
431 to distribute to the dissolved corporation's members any
432 remaining assets, but not for the purpose of continuing the
433 business for which the dissolved corporation was organized.
434 (16) “Voting power” means the total number of votes
435 entitled to be cast for the election of directors at the time
436 the determination of voting power is made, excluding a vote that
437 is contingent upon the happening of a condition or event that
438 has not yet occurred. If the members of a class are entitled to
439 vote as a class to elect directors, the determination of the
440 voting power of the class is based on the percentage of the
441 number of directors the class is entitled to elect relative to
442 the total number of authorized directors. If the corporation's
443 directors are not elected by the members, voting power shall,
444 unless otherwise provided in the articles of incorporation or
445 bylaws, be on a one-member, one-vote basis.
446 Section 7. Subsection (1) of section 617.0205, Florida
447 Statutes, is amended to read:
448 617.0205 Organizational meeting of directors.—
449 (1) After incorporation:
450 (a) If initial directors are named in the articles of
451 incorporation, the initial directors shall hold an
452 organizational meeting, at the call of a majority of the
453 directors, to complete the organization of the corporation by
454 appointing officers, adopting bylaws, and carrying on any other
455 business brought before the meeting;
456 (b) If initial directors are not named in the articles of
457 incorporation, the incorporators shall hold an organizational
458 meeting at the call of a majority of the incorporators:
459 1. To elect directors and complete the organization of the
460 corporation; or
461 2. To elect a board of directors who shall complete the
462 organization of the corporation.
463 Section 8. Subsections (7) and (16) of section 617.0302,
464 Florida Statutes, are amended to read:
465 617.0302 Corporate powers.—Every corporation not for profit
466 organized under this act, unless otherwise provided in its
467 articles of incorporation or bylaws, shall have power to:
468 (7) Make contracts and guaranties, incur liabilities,
469 borrow money at such rates of interest as the corporation may
470 determine, issue its notes, bonds, and other obligations, and
471 secure any of its obligations by mortgage and pledge of all or
472 any of its property, franchises, or income.
473 (16) Merge with other corporations or other business
474 entities identified in s. 607.1108(1), both for profit and not
475 for profit, domestic and foreign, if the surviving corporation
476 or other surviving business entity is a corporation not for
477 profit or other business entity that has been organized as a
478 not-for-profit entity under a governing statute or other
479 applicable law that permits such a merger.
480 Section 9. Subsection (4) of section 617.0501, Florida
481 Statutes, is amended to read:
482 617.0501 Registered office and registered agent.—
483 (4) The Department of State shall maintain an accurate
484 record of the registered agents and registered offices for the
485 service of process and shall furnish any information disclosed
486 thereby promptly upon request and payment of the required fee.
487 There shall be no charge for telephone requests for general
488 corporate information, including the corporation's status, names
489 of officers and directors, address of principal place of
490 business, and name and address of resident agent.
491 Section 10. Subsection (12) is added to section 617.0503,
492 Florida Statutes, to read:
493 617.0503 Registered agent; duties; confidentiality of
494 investigation records.—
495 (12) Any alien business organization may withdraw its
496 registered agent designation by delivering an application for
497 certificate of withdrawal to the department for filing. The
498 application shall set forth:
499 (a) The name of the alien business organization and the
500 jurisdiction under the law of which it is incorporated or
501 organized; and
502 (b) That it is no longer required to maintain a registered
503 agent in this state.
504 Section 11. Section 617.0505, Florida Statutes, is amended
505 to read:
506 617.0505 Distributions; exceptions Payment of dividends and
507 distribution of income to members prohibited; issuance of
508 certificates of membership; effect of stock issued under prior
509 law.—
510 (1) Except as authorized in s. 617.1302, A dividend may not
511 be paid, and any part of the income or profit of a corporation
512 may not make distributions be distributed, to its members,
513 directors, or officers.
514 (1) A mutual benefit corporation, such as a private club
515 that is established for social, pleasure, or recreational
516 purposes and that is organized as a corporation of which the
517 equity interests are held by the members, may, subject to s.
518 617.1302, purchase the equity membership interest of any member,
519 and the payment for such interest is not a distribution for
520 purposes of this section.
521 (2) A corporation may pay compensation in a reasonable
522 amount to its members, directors, or officers for services
523 rendered, may confer benefits upon its members in conformity
524 with its purposes, and, upon dissolution or final liquidation,
525 may make distributions to its members as permitted by this
526 chapter act.
527 (3) If expressly permitted by its articles of
528 incorporation, a corporation may make distributions upon partial
529 liquidation to its members, as permitted by this section. Any
530 such payment, benefit, or distribution does not constitute a
531 dividend or a distribution of income or profit for purposes of
532 this section.
533 (4) A Any corporation that which is a utility exempt from
534 regulation under s. 367.022(7), whose articles of incorporation
535 state that it is exempt from taxation under s. 501(c)(12) of the
536 Internal Revenue Code, may make such refunds to its members,
537 prior to a dissolution or liquidation, as its managing board
538 deems necessary to establish or preserve its tax-exempt status.
539 Any such refund does not constitute a dividend or a distribution
540 of income or profit for purposes of this section.
541 (5) A corporation that is regulated by chapter 718, chapter
542 719, chapter 720, chapter 721, or chapter 723, or a corporation
543 where membership in such corporation is required pursuant to a
544 document recorded in the county property records, may make
545 refunds to its members, giving credits to its members,
546 disbursing insurance proceeds to its members, or disbursing or
547 paying settlements to its members without violating this
548 section.
549 (2) Subject to subsection (1), a corporation may issue
550 certificates in any form evidencing membership in the
551 corporation.
552 (3) Stock certificates issued under former s. 617.011(2),
553 Florida Statutes (1989), constitute membership certificates for
554 purposes of this act.
555 Section 12. Subsections (1), (2), and (5) of section
556 617.0601, Florida Statutes, are amended to read:
557 617.0601 Members, generally.—
558 (1)(a) A corporation may have one or more classes of
559 members or may have no members. If the corporation has one or
560 more classes of members, the designation of such class or
561 classes, the qualifications and rights of the members of each
562 class, any quorum and voting requirements for meetings and
563 activities of the members, and notice requirements sufficient to
564 provide notice of meetings and activities of the members must be
565 set forth in the articles of incorporation or in the bylaws.
566 (b) The articles of incorporation or bylaws of any
567 corporation not for profit that maintains chapters or affiliates
568 may grant representatives of such chapters or affiliates the
569 right to vote in conjunction with the board of directors of the
570 corporation notwithstanding applicable quorum or voting
571 requirements of this chapter act if the corporation is
572 registered with the department of State pursuant to ss. 496.401
573 496.424 ss. 496.001-496.011, the Solicitation of Contributions
574 Funds Act.
575 (c) This subsection does not apply to any condominium
576 association organized under chapter 718.
577 (2) A corporation may issue certificates of membership.
578 Stock certificates issued under former s. 617.011(2), Florida
579 Statutes (1989), constitute certificates of membership for
580 purposes of this section.
581 (5) Membership in the corporation may be terminated in the
582 manner provided by law, by the articles of incorporation, or by
583 the bylaws, and A resignation, expulsion, or termination of
584 membership pursuant to s. 617.0606 or s. 617.0607 shall be
585 recorded in the membership book. Unless otherwise provided in
586 the articles of incorporation or the bylaws, all the rights and
587 privileges of a member cease on termination of membership.
588 Section 13. Section 617.0605, Florida Statutes, is created
589 to read:
590 617.0605 Transfer of membership interests.—
591 (1) A member of a corporation may not transfer a membership
592 or any right arising from membership except as otherwise allowed
593 in this section.
594 (2) Except as set forth in the articles of incorporation or
595 bylaws of a mutual benefit corporation, a member of a mutual
596 benefit corporation may not transfer a membership or any right
597 arising from membership.
598 (3) If transfer rights have been provided for one or more
599 members of a mutual benefit corporation, a restriction on such
600 rights is not binding with respect to a member holding a
601 membership issued before the adoption of the restriction unless
602 the restriction is approved by the members and the affected
603 member.
604 Section 14. Section 617.0606, Florida Statutes, is created
605 to read:
606 617.0606 Resignation of members.—
607 (1) Except as may be provided in the articles of
608 incorporation or bylaws of a corporation, a member of a mutual
609 benefit corporation may not transfer a membership or any right
610 arising from membership.
611 (2) The resignation of a member does not relieve the member
612 from any obligations that the member may have to the corporation
613 as a result of obligations incurred or commitments made before
614 resignation.
615 Section 15. Section 617.0607, Florida Statutes, is created
616 to read:
617 617.0607 Termination, expulsion, and suspension.—
618 (1) A member of a corporation may not be expelled or
619 suspended, and a membership in the corporation may not be
620 terminated or suspended, except pursuant to a procedure that is
621 fair and reasonable and is carried out in good faith.
622 (2) Any written notice given by mail must be delivered by
623 certified mail or first-class mail to the last address of the
624 member shown on the records of the corporation.
625 (3) Any proceeding challenging an expulsion, suspension, or
626 termination, including a proceeding in which the defective
627 notice is alleged, must be commenced within 1 year after the
628 effective date of the expulsion, suspension, or termination.
629 (4) A member who has been expelled or suspended may be
630 liable to the corporation for dues, assessments, or fees as a
631 result of obligations incurred or commitments made before
632 expulsion or suspension.
633 Section 16. Section 617.0608, Florida Statutes, is created
634 to read:
635 617.0608 Purchase of memberships.—
636 (1) A corporation may not purchase any of its memberships
637 or any right arising from membership except as provided in s.
638 617.0505 or subsection (2).
639 (2) Subject to s. 617.1302, a mutual benefit corporation
640 may purchase the membership of a member who resigns, or whose
641 membership is terminated, for the amount and pursuant to the
642 conditions set forth in its articles of incorporation or bylaws.
643 Section 17. Subsections (3), (4), and (6) of section
644 617.0701, Florida Statutes, are amended to read:
645 617.0701 Meetings of members, generally; failure to hold
646 annual meeting; special meeting; consent to corporate actions
647 without meetings; waiver of notice of meetings.—
648 (3) Except as provided in the articles of incorporation or
649 bylaws, special meetings of the members may be called by:
650 (a) The president;,
651 (b) The chair of the board of directors;,
652 (c) The board of directors;, or such
653 (d) Other officers or persons as are provided for in the
654 articles of incorporation or the bylaws;.
655 (e) The holders of at least 5 percent of the voting power
656 of a corporation when one or more written demands for the
657 meeting, which describe the purpose for which the meeting is to
658 be held, are signed, dated, and delivered to a corporate
659 officer; or
660 (f) A person who signs a demand for a special meeting
661 pursuant to paragraph (e) if notice for a special meeting is not
662 given within 30 days after receipt of the demand. The person
663 signing the demand may set the time and place of the meeting and
664 give notice under this subsection.
665 (4)(a) Unless otherwise provided in the articles of
666 incorporation, action required or permitted by this chapter act
667 to be taken at an annual or special meeting of members may be
668 taken without a meeting, without prior notice, and without a
669 vote if the action is taken by the members entitled to vote on
670 such action and having not less than the minimum number of votes
671 necessary to authorize such action at a meeting at which all
672 members entitled to vote on such action were present and voted.
673 (a) In order To be effective, the action must be evidenced
674 by one or more written consents describing the action taken,
675 dated and signed by approving members having the requisite
676 number of votes and entitled to vote on such action, and
677 delivered to the corporation by delivery to its principal office
678 in this state, its principal place of business, the corporate
679 secretary, or another officer or agent of the corporation having
680 custody of the book in which proceedings of meetings of members
681 are recorded. Written consent shall not be effective to take the
682 corporate action referred to in the consent is not effective
683 unless the consent is signed by members having the requisite
684 number of votes necessary to authorize the action within 90 60
685 days after of the date of the earliest dated consent and is
686 delivered in the manner required by this section.
687 (b) Any written consent may be revoked prior to the date
688 that the corporation receives the required number of consents to
689 authorize the proposed action. A revocation is not effective
690 unless in writing and until received by the corporation at its
691 principal office in this state or its principal place of
692 business, or received by the corporate secretary or other
693 officer or agent of the corporation having custody of the book
694 in which proceedings of meetings of members are recorded.
695 (c) Within 30 10 days after obtaining such authorization by
696 written consent, notice must be given to those members who are
697 entitled to vote on the action but who have not consented in
698 writing. The notice must fairly summarize the material features
699 of the authorized action.
700 (d) A consent signed under this section has the effect of a
701 meeting vote and may be described as such in any document.
702 (e) If the action to which the members consent is such as
703 would have required the filing of articles or a certificate
704 under any other section of this chapter act if such action had
705 been voted on by members at a meeting thereof, the articles or
706 certificate filed under such other section must state that
707 written consent has been given in accordance with the provisions
708 of this section.
709 (f) Whenever action is taken pursuant to this section, the
710 written consent of the members consenting to such action or the
711 written reports of inspectors appointed to tabulate such
712 consents must be filed with the minutes of member proceedings of
713 members.
714 (6) Subsections (1) and (3) do not apply to any corporation
715 that is an association as defined in s. 720.301; a corporation
716 regulated by chapter 718, chapter 719, chapter 720, chapter 721,
717 or chapter 723; or a corporation where membership in such
718 corporation is required pursuant to a document recorded in the
719 county property records.
720 Section 18. Section 617.0721, Florida Statutes, is amended
721 to read:
722 617.0721 Voting by members.—
723 (1) Members are not entitled to vote except as conferred by
724 the articles of incorporation or the bylaws.
725 (2) A member who is entitled to vote may vote in person or,
726 unless the articles of incorporation or the bylaws otherwise
727 provide, may vote by proxy executed in writing by the member or
728 by his or her duly authorized attorney in fact. An appointment
729 of a proxy is not valid after 11 months following the date of
730 its execution unless otherwise provided in the proxy.
731 (a) If directors or officers are to be elected by members,
732 the bylaws may provide that such elections may be conducted by
733 mail.
734 (b) A corporation may reject a vote, consent, waiver, or
735 proxy appointment if the secretary or other officer or agent
736 authorized to tabulate votes, acting in good faith, has a
737 reasonable basis for doubting the validity of the signature on
738 it or the signatory's authority to sign for the member.
739 (3) If authorized by the board of directors, and subject to
740 such guidelines and procedures as the board of directors may
741 adopt, members and proxy holders who are not physically present
742 at a meeting may, by means of remote communication:
743 (a) Participate in the meeting.
744 (b) Be deemed to be present in person and vote at the
745 meeting if:
746 1. The corporation implements reasonable means to verify
747 that each person deemed present and authorized to vote by means
748 of remote communication is a member or proxy holder; and
749 2. The corporation implements reasonable measures to
750 provide such members or proxy holders with a reasonable
751 opportunity to participate in the meeting and to vote on matters
752 submitted to the members, including an opportunity to
753 communicate and to read or hear the proceedings of the meeting
754 substantially concurrent with the proceedings.
755 If any member or proxy holder votes or takes other action by
756 means of remote communication, a record of that member's
757 participation in the meeting must be maintained by the
758 corporation in accordance with s. 617.1601.
759 (4)(3) If any corporation, whether for profit or not for
760 profit, is a member of a corporation organized under this
761 chapter act, the chair of the board, president, any vice
762 president, the secretary, or the treasurer of the member
763 corporation, and any such officer or cashier or trust officer of
764 a banking or trust corporation holding such membership, and any
765 like officer of a foreign corporation whether for profit or not
766 for profit, holding membership in a domestic corporation, shall
767 be deemed by the corporation in which membership is held to have
768 the authority to vote on behalf of the member corporation and to
769 execute proxies and written waivers and consents in relation
770 thereto, unless, before a vote is taken or a waiver or consent
771 is acted upon, it appears pursuant to is made to appear by a
772 certified copy of the bylaws or resolution of the board of
773 directors or executive committee of the member corporation that
774 such authority does not exist or is vested in some other officer
775 or person. In the absence of such certification, a person
776 executing any such proxies, waivers, or consents or presenting
777 himself or herself at a meeting as one of such officers of a
778 corporate member shall be, for the purposes of this section,
779 conclusively deemed to be duly elected, qualified, and acting as
780 such officer and to be fully authorized. In the case of
781 conflicting representation, the corporate member shall be deemed
782 to be represented by its senior officer, in the order first
783 stated in this subsection.
784 (5)(4) The articles of incorporation or the bylaws may
785 provide that, in all elections for directors, every member
786 entitled to vote has the right to cumulate his or her votes and
787 to give one candidate a number of votes equal to the number of
788 votes he or she could give if one director were being elected
789 multiplied by the number of directors to be elected or to
790 distribute such votes on the same principles among any number of
791 such candidates. A corporation may not have cumulative voting
792 unless such voting is expressly authorized in the articles of
793 incorporation.
794 (6)(5) If a corporation has no members or its members do
795 not have the right to vote, the directors shall have the sole
796 voting power.
797 (7)(6) Subsections (1), (2), (5) (4), and (6) (5) do not
798 apply to a corporation that is an association as defined in s.
799 720.301.
800 Section 19. Section 617.0725, Florida Statutes, is amended
801 to read:
802 617.0725 Quorum.—An amendment to the articles of
803 incorporation or the bylaws which adds, that changes, or deletes
804 a greater or lesser quorum or voting requirement must meet the
805 same quorum or voting requirement and be adopted by the same
806 vote and voting groups required to take action under the quorum
807 and voting requirements then in effect or proposed to be
808 adopted, whichever is greater prescribed in the provision being
809 amended.
810 Section 20. Section 617.07401, Florida Statutes, is created
811 to read:
812 617.07401 Members' derivative actions.—
813 (1) A person may not commence a proceeding in the right of
814 a domestic or foreign corporation unless the person was a member
815 of the corporation when the transaction complained of occurred
816 or unless the person became a member through transfer by
817 operation of law from one who was a member at that time.
818 (2) A complaint in a proceeding brought in the right of a
819 domestic or foreign corporation must be verified and allege with
820 particularity the demand made to obtain action by the board of
821 directors and that the demand was refused or ignored by the
822 board of directors for at least 90 days after the date of the
823 first demand unless, before the expiration of the 90 days, the
824 person was notified in writing that the corporation rejected the
825 demand, or unless irreparable injury to the corporation would
826 result by waiting for the expiration of the 90-day period. If
827 the corporation commences an investigation of the charges made
828 in the demand or complaint, the court may stay any proceeding
829 until the investigation is completed.
830 (3) The court may dismiss a derivative proceeding if, on
831 motion by the corporation, the court finds that one of the
832 groups specified in paragraphs (a)-(c) has made a good faith
833 determination after conducting a reasonable investigation upon
834 which its conclusions are based that the maintenance of the
835 derivative suit is not in the best interests of the corporation.
836 The corporation has the burden of proving the independence and
837 good faith of the group making the determination and the
838 reasonableness of the investigation. The determination shall be
839 made by:
840 (a) A majority vote of independent directors present at a
841 meeting of the board of directors, if the independent directors
842 constitute a quorum;
843 (b) A majority vote of a committee consisting of two or
844 more independent directors appointed by a majority vote of
845 independent directors present at a meeting of the board of
846 directors, whether or not such independent directors constitute
847 a quorum; or
848 (c) A panel of one or more independent persons appointed by
849 the court upon motion by the corporation.
850 (4) A proceeding commenced under this section may not be
851 discontinued or settled without the approval of the court. If
852 the court determines that a proposed discontinuance or
853 settlement substantially affects the interest of the members of
854 the corporation, or a class, series, or voting group of members,
855 the court shall direct that notice be given to the members
856 affected. The court may determine which party or parties to the
857 proceeding shall bear the expense of giving the notice.
858 (5) Upon termination of the proceeding, the court may
859 require the plaintiff to pay any defendant's reasonable
860 expenses, including reasonable attorney's fees, incurred in
861 defending the proceeding if it finds that the proceeding was
862 commenced without reasonable cause.
863 (6) The court may award reasonable expenses for maintaining
864 the proceeding, including reasonable attorney's fees, to a
865 successful plaintiff or to the person commencing the proceeding
866 who receives any relief, whether by judgment, compromise, or
867 settlement, and may require that the person account for the
868 remainder of any proceeds to the corporation; however, this
869 subsection does not apply to any relief rendered for the benefit
870 of injured members only and is limited to a recovery of the loss
871 or damage of the injured members.
872 Section 21. Section 617.0801, Florida Statutes, is amended
873 to read:
874 617.0801 Requirement for and Duties of board of directors.
875 All corporate powers must be exercised by or under the authority
876 of, and the affairs of the corporation managed under the
877 direction of, its board of directors, subject to any limitation
878 set forth in the articles of incorporation.
879 Section 22. Subsection (1) of section 617.0802, Florida
880 Statutes, is amended to read:
881 617.0802 Qualifications of directors.—
882 (1) Directors must be natural persons who are 18 years of
883 age or older but need not be residents of this state or members
884 of the corporation unless the articles of incorporation or
885 bylaws so require. For corporations organized according to the
886 provisions of s. 501(c)(3) of the Internal Revenue Code of 1986,
887 as amended, one director may be 15 years of age or older if so
888 permitted in the articles of incorporation or bylaws or by
889 resolution of the board of directors. The articles of
890 incorporation or the bylaws may prescribe additional
891 qualifications for directors.
892 Section 23. Section 617.0806, Florida Statutes, is amended
893 to read:
894 617.0806 Staggered terms for directors.—The articles of
895 incorporation or bylaws may provide that directors may be
896 divided into classes and the terms of office of the several
897 classes need not be uniform. Each director shall hold office for
898 the term to which he or she is elected or appointed and until
899 his or her successor has been elected or appointed and qualified
900 or until his or her earlier resignation, removal from office, or
901 death.
902 Section 24. Section 617.0808, Florida Statutes, is amended
903 to read:
904 617.0808 Removal of directors.—
905 (1) Subject to subsection (2), a director may be removed
906 from office pursuant to procedures provided in the articles of
907 incorporation or the bylaws, which shall provide the following,
908 and if they do not do so, shall be deemed to include the
909 following:
910 (a)(1) Any member of the board of directors may be removed
911 from office with or without cause by:
912 1. A majority of all votes of the directors, if the
913 director was elected or appointed by the directors; or
914 2. A majority of all votes of the members, if the director
915 was elected or appointed by the members.
916 (b) If a director is elected by a class, chapter, or other
917 organizational unit, or by region or other geographic grouping,
918 the director may be removed only by the members of that class,
919 chapter, unit, or grouping. However:
920 1. A director may be removed only if the number of votes
921 cast to remove the director would be sufficient to elect the
922 director at a meeting to elect directors, except as provided in
923 subparagraphs 2. and 3.
924 2. If cumulative voting is authorized, a director may not
925 be removed if the number of votes sufficient to elect the
926 director under cumulative voting is voted against the removal of
927 the director.
928 3. If at the beginning of the term of a director the
929 articles of incorporation or bylaws provide that the director
930 may be removed for missing a specified number of board meetings,
931 the board may remove the director for failing to attend the
932 specified number of meetings. The director may be removed only
933 if a majority of the directors then in office vote for the
934 removal the vote or agreement in writing by a majority of all
935 votes of the membership.
936 (c)(2) The notice of a meeting of the members to recall a
937 member or members of the board of directors shall state the
938 specific directors sought to be removed.
939 (d)(3) A proposed removal of a director at a meeting shall
940 require a separate vote for each director whose removal is board
941 member sought to be removed. Where removal is sought by written
942 consent agreement, a separate consent agreement is required for
943 each director board member to be removed.
944 (e)(4) If removal is effected at a meeting, any vacancies
945 created thereby shall be filled by the members or directors
946 eligible to vote for the removal at the same meeting.
947 (f)(5) Any director who is removed from the board is shall
948 not be eligible to stand for reelection until the next annual
949 meeting at which directors are elected of the members.
950 (g)(6) Any director removed from office shall turn over to
951 the board of directors within 72 hours any and all records of
952 the corporation in his or her possession.
953 (h)(7) If a director who is removed does shall not
954 relinquish his or her office or turn over records as required
955 under this section, the circuit court in the county where the
956 corporation's principal office is located may summarily order
957 the director to relinquish his or her office and turn over
958 corporate records upon application of any member.
959 (i) A director elected or appointed by the board may be
960 removed without cause by a vote of two-thirds of the directors
961 then in office or such greater number as is set forth in the
962 articles of incorporation or bylaws.
963 (2) A director of a corporation described in s. 501(c) of
964 the Internal Revenue Code may be removed from office pursuant to
965 procedures provided in the articles of incorporation or the
966 bylaws, and the corporation may provide in the articles of
967 incorporation or the bylaws that it is subject to the provisions
968 of subsection (1).
969 Section 25. Section 617.0809, Florida Statutes, is amended
970 to read:
971 617.0809 Board vacancy on board.—
972 (1) Except as provided in s. 617.0808(1)(f), any vacancy
973 occurring on the board of directors may be filled by the
974 affirmative vote of the majority of the remaining directors,
975 even though the remaining directors constitute less than a
976 quorum, or by the sole remaining director, as the case may be,
977 or, if the vacancy is not so filled or if no director remains,
978 by the members or, on the application of any person, by the
979 circuit court of the county where the registered office of the
980 corporation is located.
981 (2) Whenever a vacancy occurs with respect to a director
982 elected by a class, chapter, unit, or group, the vacancy may be
983 filled only by members of that class, chapter, unit, or group,
984 or by a majority of the directors then in office elected by such
985 class, chapter, unit, or group.
986 (3)(2) The term of a director elected or appointed to fill
987 a vacancy expires at the next annual meeting at which directors
988 are elected shall be elected or appointed for the unexpired term
989 of his or her predecessor in office. Any directorship to be
990 filled by reason of an increase in the number of directors may
991 be filled by the board of directors, but only for a term of
992 office continuing until the next election of directors by the
993 members or, if the corporation has no members or no members
994 having the right to vote thereon, for such term of office as is
995 provided in the articles of incorporation or the bylaws.
996 (4)(3) A vacancy that will occur at a specific later date,
997 by reason of a resignation effective at a later date under s.
998 617.0807 or otherwise, may be filled before the vacancy occurs.
999 However, the new director may not take office until the vacancy
1000 occurs.
1001 Section 26. Subsection (1) of section 617.0824, Florida
1002 Statutes, is amended to read:
1003 617.0824 Quorum and voting.—
1004 (1) Unless the articles of incorporation or the bylaws
1005 require a different number, a quorum of a board of directors
1006 consists of a majority of the number of directors prescribed by
1007 the articles of incorporation or the bylaws. Directors younger
1008 than 18 years of age may not be counted toward a quorum.
1009 Section 27. Present subsection (2) of section 617.0832,
1010 Florida Statutes, is renumbered as subsection (3) and amended,
1011 and a new subsection (2) is added to that section, to read:
1012 617.0832 Director conflicts of interest.—
1013 (2) For purposes of paragraph (1)(a) only, a conflict-of
1014 interest transaction is authorized, approved, or ratified if it
1015 receives the affirmative vote of a majority of the directors on
1016 the board of directors, or on the committee, who have no
1017 relationship or interest in the transaction described in
1018 subsection (1), but a transaction may not be authorized,
1019 approved, or ratified under this section by a single director.
1020 If a majority of the directors who have no relationship or
1021 interest in the transaction vote to authorize, approve, or
1022 ratify the transaction, a quorum is present for the purpose of
1023 taking action under this section. The presence of, or a vote
1024 cast by, a director having a relationship or interest in the
1025 transaction does not affect the validity of any action taken
1026 under paragraph (1)(a) if the transaction is otherwise
1027 authorized, approved, or ratified as provided in subsection (1),
1028 but such presence or vote of such a director may be counted for
1029 purposes of determining whether the transaction is approved
1030 under other sections of this chapter.
1031 (3)(2) For purposes of paragraph (1)(b), a conflict-of
1032 interest transaction is authorized, approved, or ratified if it
1033 receives the vote of a majority in interest of the members
1034 entitled to vote under this subsection. A director who has a
1035 relationship or interest in the transaction described in
1036 subsection (1) may not vote to determine whether to authorize,
1037 approve, or ratify a conflict-of-interest transaction under
1038 paragraph (1)(b). However, the vote of that director is counted
1039 in determining whether the transaction is approved under other
1040 sections of this chapter. A majority in interest of the members
1041 entitled to vote on the transaction under this subsection
1042 constitutes a quorum for the purpose of taking action under this
1043 section. Common or interested directors may be counted in
1044 determining the presence of a quorum at a meeting of the board
1045 of directors or a committee thereof which authorizes, approves,
1046 or ratifies such contract or transaction.
1047 Section 28. Section 617.0833, Florida Statutes, is amended
1048 to read:
1049 617.0833 Loans to directors or officers.—Loans, other than
1050 through the purchase of bonds, debentures, or similar
1051 obligations of the type customarily sold in public offerings, or
1052 through ordinary deposit of funds in a bank, may not be made by
1053 a corporation to its directors or officers, or to any other
1054 corporation, firm, association, or other entity in which one or
1055 more of its directors or officers is a director or officer or
1056 holds a substantial financial interest, except a loan by one
1057 corporation which is exempt from federal income taxation under
1058 s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
1059 to another corporation which is exempt from federal income
1060 taxation under s. 501(c)(3) of the Internal Revenue Code of
1061 1986, as amended. A loan made in violation of this section is a
1062 violation of the duty to the corporation of the directors or
1063 officers authorizing it or participating in it, but the
1064 obligation of the borrower with respect to the loan is shall not
1065 be affected thereby.
1066 Section 29. Subsection (1) of section 617.0834, Florida
1067 Statutes, is amended to read:
1068 617.0834 Officers and directors of certain corporations and
1069 associations not for profit; immunity from civil liability.—
1070 (1) An officer or director of a nonprofit organization
1071 recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
1072 the Internal Revenue Code of 1986, as amended, or of an
1073 agricultural or a horticultural organization recognized under s.
1074 501(c)(5), of the Internal Revenue Code of 1986, as amended, is
1075 not personally liable for monetary damages to any person for any
1076 statement, vote, decision, or failure to take an action,
1077 regarding organizational management or policy by an officer or
1078 director, unless:
1079 (a) The officer or director breached or failed to perform
1080 his or her duties as an officer or director; and
1081 (b) The officer's or director's breach of, or failure to
1082 perform, his or her duties constitutes:
1083 1. A violation of the criminal law, unless the officer or
1084 director had reasonable cause to believe his or her conduct was
1085 lawful or had no reasonable cause to believe his or her conduct
1086 was unlawful. A judgment or other final adjudication against an
1087 officer or director in any criminal proceeding for violation of
1088 the criminal law estops that officer or director from contesting
1089 the fact that his or her breach, or failure to perform,
1090 constitutes a violation of the criminal law, but does not estop
1091 the officer or director from establishing that he or she had
1092 reasonable cause to believe that his or her conduct was lawful
1093 or had no reasonable cause to believe that his or her conduct
1094 was unlawful;
1095 2. A transaction from which the officer or director derived
1096 an improper personal benefit, either directly or indirectly; or
1097 3. Recklessness or an act or omission that which was
1098 committed in bad faith or with malicious purpose or in a manner
1099 exhibiting wanton and willful disregard of human rights, safety,
1100 or property.
1101 Section 30. Subsections (2) and (3) of section 617.1007,
1102 Florida Statutes, are amended to read:
1103 617.1007 Restated articles of incorporation.—
1104 (2) The restatement may include one or more amendments to
1105 the articles of incorporation. If the restatement includes an
1106 amendment requiring member approval, it must be adopted as
1107 provided in s. 617.1002.
1108 (3) A corporation restating its articles of incorporation
1109 shall deliver to the department of State for filing articles of
1110 restatement, executed in accordance with the provisions of s.
1111 617.01201, setting forth the name of the corporation and the
1112 text of the restated articles of incorporation together with a
1113 certificate setting forth:
1114 (a) Whether the restatement contains an amendment to the
1115 articles of incorporation requiring member approval and, if it
1116 does not, that the board of directors adopted the restatement;
1117 or
1118 (b) If the restatement contains an amendment to the
1119 articles of incorporation requiring member approval, the
1120 information required by s. 617.1006.
1121 Section 31. Subsection (2) of section 617.1101, Florida
1122 Statutes, is amended, and subsection (3) is added to that
1123 section, to read:
1124 617.1101 Plan of merger.—
1125 (2) Each corporation must adopt a plan of merger setting
1126 forth:
1127 (a) The names of the corporations proposing to merge and
1128 the name of the surviving corporation into which each other
1129 corporation plans to merge, which is hereinafter designated as
1130 the surviving corporation;
1131 (b) The terms and conditions of the proposed merger;
1132 (c) A statement of any changes in the articles of
1133 incorporation of the surviving corporation to be effected by
1134 such merger; and
1135 (d) The manner and basis, if any, of converting the
1136 memberships of each merging corporation into memberships,
1137 obligations, or securities of the surviving corporation or any
1138 other corporation or, in whole or in part, into cash or other
1139 property. Such other provisions with respect to the proposed
1140 merger as are deemed necessary or desirable.
1141 (3) The plan of merger may set forth:
1142 (a) Amendments to, or a restatement of, the articles of
1143 incorporation of the surviving corporation;
1144 (b) The effective date of the merger, which may be on or
1145 after the date of filing the articles of incorporation or
1146 merger; or
1147 (c) Other provisions relating to the merger.
1148 Section 32. Section 617.1102, Florida Statutes, is created
1149 to read:
1150 617.1102 Limitation on merger.—A corporation not for profit
1151 organized under this chapter may merge with one or more other
1152 business entities, as identified in s. 607.1108(1), only if the
1153 surviving entity of such merger is a corporation not for profit
1154 or other business entity that has been organized as a not-for
1155 profit entity under a governing statute or other applicable law
1156 that allows such a merger.
1157 Section 33. Section 617.1301, Florida Statutes, is created
1158 to read:
1159 617.1301 Prohibited distributions.—Except as authorized in
1160 ss. 617.0505 and 617.1302, a corporation may not make any
1161 distributions to its members.
1162 Section 34. Section 617.1302, Florida Statutes, is created
1163 to read:
1164 617.1302 Authorized distributions.—
1165 (1) A mutual benefit corporation may purchase its
1166 memberships pursuant to s. 617.0608 only if, after the purchase
1167 is completed:
1168 (a) The mutual benefit corporation is able to pay its debts
1169 as they become due in the usual course of its activities; and
1170 (b) The total assets of the mutual benefit corporation at
1171 least equal the sum of its total liabilities.
1172 (2) A corporation may make distributions upon dissolution
1173 in conformity with the dissolution provisions of this chapter.
1174 Section 35. Subsection (4) of section 617.1405, Florida
1175 Statutes, is amended to read:
1176 617.1405 Effect of dissolution.—
1177 (4) The name of a dissolved corporation is shall not be
1178 available for assumption or use by another corporation until
1179 after 120 days after the effective date of dissolution unless
1180 the dissolved corporation provides the department with an
1181 affidavit, executed pursuant to s. 617.01201, authorizing the
1182 immediate assumption or use of the name by another corporation.
1183 Section 36. Section 617.1407, Florida Statutes, is created
1184 to read:
1185 617.1407 Unknown claims against dissolved corporation.—
1186 (1) A dissolved corporation or successor entity may execute
1187 one of the following procedures to resolve payment of unknown
1188 claims:
1189 (a) A dissolved corporation or successor entity may file
1190 notice of its dissolution with the department on the form
1191 prescribed by the department and request that persons having
1192 claims against the corporation which are not known to the
1193 corporation or successor entity present them in accordance with
1194 the notice. The notice must:
1195 1. State the name of the corporation and the date of
1196 dissolution;
1197 2. Describe the information that must be included in a
1198 claim and provide a mailing address to which the claim may be
1199 sent; and
1200 3. State that a claim against the corporation under this
1201 subsection is barred unless a proceeding to enforce the claim is
1202 commenced within 4 years after the filing of the notice.
1203 (b) A dissolved corporation or successor entity may, within
1204 10 days after filing articles of dissolution with the
1205 department, publish a “Notice of Corporate Dissolution.” The
1206 notice must appear once a week for 2 consecutive weeks in a
1207 newspaper of general circulation in the county in the state in
1208 which the corporation has its principal office, if any, or, if
1209 none, in a county in the state in which the corporation owns
1210 real or personal property. Such newspaper shall meet the
1211 requirements as are prescribed by law for such purposes. The
1212 notice must:
1213 1. State the name of the corporation and the date of
1214 dissolution;
1215 2. Describe the information that must be included in a
1216 claim and provide a mailing address to which the claim may be
1217 sent; and
1218 3. State that a claim against the corporation under this
1219 subsection is barred unless a proceeding to enforce the claim is
1220 commenced within 4 years after the date of the second
1221 consecutive weekly publication of the notice.
1222 (2) If the dissolved corporation or successor entity
1223 complies with paragraph (1)(a) or paragraph (1)(b), the claim of
1224 each of the following claimants is barred unless the claimant
1225 commences a proceeding to enforce the claim against the
1226 dissolved corporation within 4 years after the date of filing
1227 the notice with the department or the date of the second
1228 consecutive weekly publication, as applicable:
1229 (a) A claimant who did not receive written notice under s.
1230 617.1408(9), or whose claim is not provided for under s.
1231 617.1408(10), regardless of whether such claim is based on an
1232 event occurring before or after the effective date of
1233 dissolution.
1234 (b) A claimant whose claim was timely sent to the dissolved
1235 corporation but on which no action was taken.
1236 (3) A claim may be entered under this section:
1237 (a) Against the dissolved corporation, to the extent of its
1238 undistributed assets; or
1239 (b) If the assets have been distributed in liquidation,
1240 against a member of the dissolved corporation to the extent of
1241 such member's pro rata share of the claim or the corporate
1242 assets distributed to such member in liquidation, whichever is
1243 less; however, the aggregate liability of any member of a
1244 dissolved corporation may not exceed the amount distributed to
1245 the member in dissolution.
1246 Section 37. Section 617.1408, Florida Statutes, is created
1247 to read:
1248 617.1408 Known claims against dissolved corporation.—
1249 (1) A dissolved corporation or successor entity may dispose
1250 of the known claims against it by following the procedures
1251 described in subsections (2), (3), and (4).
1252 (2) The dissolved corporation or successor entity shall
1253 deliver to each of its known claimants written notice of the
1254 dissolution at any time after its effective date. The written
1255 notice must:
1256 (a) Provide a reasonable description of the claim that the
1257 claimant may be entitled to assert;
1258 (b) State whether the claim is admitted or not admitted, in
1259 whole or in part, and, if admitted:
1260 1. The amount that is admitted, which may be as of a given
1261 date; and
1262 2. Any interest obligation if fixed by an instrument of
1263 indebtedness;
1264 (c) Provide a mailing address where a claim may be sent;
1265 (d) State the deadline, which must be at least 120 days
1266 after the effective date of the written notice, by which
1267 confirmation of the claim must be delivered to the dissolved
1268 corporation or successor entity; and
1269 (e) State that the corporation or successor entity may make
1270 distributions thereafter to other claimants and the members of
1271 the corporation or persons interested as having been such
1272 without further notice.
1273 (3) A dissolved corporation or successor entity may reject,
1274 in whole or in part, any claim made by a claimant pursuant to
1275 this section by mailing notice of such rejection to the claimant
1276 within 90 days after receipt of such claim and, in all events,
1277 at least 150 days before expiration of 3 years following the
1278 effective date of dissolution. The notice must be accompanied by
1279 a copy of this section.
1280 (4) A dissolved corporation or successor entity electing to
1281 follow the procedures described in subsections (2) and (3) must
1282 also give notice of dissolution to persons having known claims
1283 that are contingent upon the occurrence or nonoccurrence of
1284 future events, or are otherwise conditional or unmatured, and
1285 request that such persons present such claims in accordance with
1286 the terms of the notice. The notice must be in substantially the
1287 form, and sent in the same manner, as described in subsection
1288 (2).
1289 (5) A dissolved corporation or successor entity shall offer
1290 any claimant whose known claim is contingent, conditional, or
1291 unmatured such security as the corporation or entity determines
1292 is sufficient to provide compensation to the claimant if the
1293 claim matures. The dissolved corporation or successor entity
1294 shall deliver such offer to the claimant within 90 days after
1295 receipt of such claim and, in all events, at least 150 days
1296 before expiration of 3 years following the effective date of
1297 dissolution. If the claimant offered such security does not
1298 deliver in writing to the dissolved corporation or successor
1299 entity a notice rejecting the offer within 120 days after
1300 receipt of such offer, the claimant is deemed to have accepted
1301 such security as the sole source from which to satisfy his or
1302 her claim against the corporation.
1303 (6) A dissolved corporation or successor entity that has
1304 given notice in accordance with subsections (2) and (4) shall
1305 petition the circuit court in the county where the corporation's
1306 principal office is located or was located on the effective date
1307 of dissolution to determine the amount and form of security
1308 which is sufficient to provide compensation to a claimant who
1309 has rejected the offer for security made pursuant to subsection
1310 (5).
1311 (7) A dissolved corporation or successor entity that has
1312 given notice in accordance with subsection (2) shall petition
1313 the circuit court in the county where the corporation's
1314 principal office is located or was located on the effective date
1315 of dissolution to determine the amount and form of security
1316 which is sufficient to provide compensation to claimants whose
1317 claims are known to the corporation or successor entity but
1318 whose identities are unknown. The court shall appoint a guardian
1319 ad litem to represent all claimants whose identities are unknown
1320 in any proceeding brought under this subsection. The reasonable
1321 fees and expenses of such guardian, including all reasonable
1322 expert witness fees, shall be paid by the petitioner in such
1323 proceeding.
1324 (8) The giving of any notice or making of any offer
1325 pursuant to this section does not revive any claim then barred,
1326 does not constitute acknowledgment by the dissolved corporation
1327 or successor entity that any person to whom such notice is sent
1328 is a proper claimant, and does not operate as a waiver of any
1329 defense or counterclaim in respect of any claim asserted by any
1330 person to whom such notice is sent.
1331 (9) A dissolved corporation or successor entity that has
1332 followed the procedures described in subsections (2)-(7) shall:
1333 (a) Pay the claims admitted or made and not rejected in
1334 accordance with subsection (3);
1335 (b) Post the security offered and not rejected pursuant to
1336 subsection (5);
1337 (c) Post any security ordered by the circuit court in any
1338 proceeding under subsections (6) and (7); and
1339 (d) Pay or make provision for all other known obligations
1340 of the corporation or the successor entity. Such claims or
1341 obligations shall be paid in full, and any provision for
1342 payments shall be made in full if there are sufficient funds. If
1343 there are insufficient funds, the claims and obligations shall
1344 be paid or provided for according to their priority and, among
1345 claims of equal priority, ratably to the extent of funds legally
1346 available for payment. Any remaining funds shall be distributed
1347 in accordance with s. 617.1406; however, such distribution may
1348 not be made until 150 days after the date of the last notice of
1349 rejections given pursuant to subsection (3). In the absence of
1350 actual fraud, the judgment of the directors of the dissolved
1351 corporation or the governing persons of the successor entity as
1352 to the provisions made for the payment of all obligations under
1353 this paragraph is conclusive.
1354 (10) A dissolved corporation or successor entity that has
1355 not followed the procedures described in subsections (2) and (3)
1356 shall pay or make reasonable provision to pay all known claims
1357 and obligations, including all contingent, conditional, or
1358 unmatured claims known to the corporation or the successor
1359 entity and all claims that are known to the dissolved
1360 corporation or the successor entity but for which the identity
1361 of the claimant is unknown. Such claims shall be paid in full,
1362 and any provision for payment made shall be made in full if
1363 there are sufficient funds. If there are insufficient funds,
1364 such claims and obligations shall be paid or provided for
1365 according to their priority and, among claims of equal priority,
1366 ratably to the extent of funds legally available for payment
1367 thereof. Any remaining funds shall be distributed in accordance
1368 with s. 617.1406.
1369 (11) Directors of a dissolved corporation or governing
1370 persons of a successor entity that has complied with subsection
1371 (9) or subsection (10) are not personally liable to the
1372 claimants of the dissolved corporation.
1373 (12) A member of a dissolved corporation the assets of
1374 which were distributed pursuant to subsection (9) or subsection
1375 (10) is not liable for any claim against the corporation greater
1376 than the member's pro rata share of the claim or the amount
1377 distributed to the member, whichever is less.
1378 (13) A member of a dissolved corporation, the assets of
1379 which were distributed pursuant to subsection (9), is not liable
1380 for any claim against the corporation which is known to the
1381 corporation or successor entity and on which a proceeding is
1382 begun after the expiration of 3 years following the effective
1383 date of dissolution.
1384 (14) The aggregate liability of any member of a dissolved
1385 corporation for claims against the dissolved corporation may not
1386 be greater than the amount distributed to the member in
1387 dissolution.
1388 Section 38. Subsection (6) of section 617.1421, Florida
1389 Statutes, is repealed.
1390 Section 39. Section 617.1422, Florida Statutes, is amended
1391 to read:
1392 617.1422 Reinstatement following administrative
1393 dissolution.—
1394 (1)(a) A corporation administratively dissolved under s.
1395 617.1421 may apply to the department of State for reinstatement
1396 at any time after the effective date of dissolution. The
1397 corporation must submit a reinstatement form prescribed and
1398 furnished by the department or a current uniform business report
1399 signed by a registered agent and an officer or director and
1400 submit application must:
1401 1. Recite the name of the corporation and the effective
1402 date of its administrative dissolution;
1403 2. State that the ground or grounds for dissolution either
1404 did not exist or have been eliminated and that no further
1405 grounds currently exist for dissolution;
1406 3. State that the corporation's name satisfies the
1407 requirements of s. 617.0401; and
1408 4. State that all fees owed by the corporation and computed
1409 at the rate provided by law at the time the corporation applies
1410 for reinstatement. have been paid; or
1411 (b) Submit a current annual report, signed by the
1412 registered agent and an officer or director, which substantially
1413 complies with the requirements of paragraph (a).
1414 (2) If the department of State determines that the
1415 application contains the information required by subsection (1)
1416 and that the information is correct, it shall file the document,
1417 cancel the certificate of dissolution, and reinstate the
1418 corporation effective on the date which the reinstatement
1419 document is filed.
1420 (3) When the reinstatement is effective, it relates back to
1421 and takes effect as of the effective date of the administrative
1422 dissolution and the corporation resumes carrying on its business
1423 affairs as if the administrative dissolution had never occurred.
1424 (4) The name of the dissolved corporation is not available
1425 for assumption or use by another corporation until 1 year after
1426 the effective date of dissolution unless the dissolved
1427 corporation provides the department with an affidavit executed
1428 pursuant to s. 617.01201 authorizing the immediate assumption or
1429 use of the name by another corporation.
1430 (5)(4) If the name of the dissolved corporation has been
1431 lawfully assumed in this state by another corporation, the
1432 department of State shall require the dissolved corporation to
1433 amend its articles of incorporation to change its name before
1434 accepting its application for reinstatement.
1435 Section 40. Subsection (2) of section 617.1430, Florida
1436 Statutes, is amended to read:
1437 617.1430 Grounds for judicial dissolution.—A circuit court
1438 may dissolve a corporation:
1439 (2) In a proceeding brought by at least 50 members or
1440 members holding at least 10 percent of the voting power,
1441 whichever is less, or by a member or group or percentage of
1442 members as otherwise provided in the articles of incorporation
1443 or bylaws, or by a director or any person authorized in the
1444 articles of incorporation, by a member if it is established
1445 that:
1446 (a) The directors are deadlocked in the management of the
1447 corporate affairs, the members are unable to break the deadlock,
1448 and irreparable injury to the corporation is threatened or being
1449 suffered;
1450 (b) The members are deadlocked in voting power and have
1451 failed to elect successors to directors whose terms have expired
1452 or would have expired upon qualification of their successors; or
1453 (c) The corporate assets are being misapplied or wasted.
1454 Section 41. Subsection (2) of section 617.1503, Florida
1455 Statutes, is amended to read:
1456 617.1503 Application for certificate of authority.—
1457 (2) The foreign corporation shall deliver with the
1458 completed application a certificate of existence, (or a document
1459 of similar import,) duly authenticated, within not more than 90
1460 days prior to delivery of the application to the department of
1461 State, by the Secretary of State or other official having
1462 custody of corporate records in the jurisdiction under the law
1463 of which it is incorporated. A translation of the certificate,
1464 under oath of the translator, must be attached to a certificate
1465 that which is in a language other than the English language.
1466 Section 42. Subsection (2) of section 617.1504, Florida
1467 Statutes, is amended to read:
1468 617.1504 Amended certificate of authority.—
1469 (2) Such application shall be made within 90 30 days after
1470 the occurrence of any change mentioned in subsection (1), shall
1471 be made on forms prescribed by the department of State, shall be
1472 executed and filed in the same manner as an original application
1473 for authority, and shall set forth:
1474 (a) The name of the foreign corporation as it appears on
1475 the department's records of the Department of State;
1476 (b) The jurisdiction of its incorporation;
1477 (c) The date it was authorized to conduct its affairs in
1478 this state;
1479 (d) If the name of the foreign corporation has been
1480 changed, the name relinquished, the new name, a statement that
1481 the change of name has been effected under the laws of the
1482 jurisdiction of its incorporation, and the date the change was
1483 effected;
1484 (e) If the period of duration has been changed, a statement
1485 of such change and the date the change was effected;
1486 (f) If the jurisdiction of incorporation has been changed,
1487 a statement of such change and the date the change was effected;
1488 and
1489 (g) If the purpose or purposes that which the corporation
1490 intends to pursue in this state have been changed, a statement
1491 of such new purpose or purposes, and a further statement that
1492 the corporation is authorized to pursue such purpose or purposes
1493 in the jurisdiction of its incorporation.
1494 Section 43. Section 617.1506, Florida Statutes, is amended
1495 to read:
1496 617.1506 Corporate name of foreign corporation.—
1497 (1) A foreign corporation may is not entitled to file an
1498 application for a certificate of authority unless the corporate
1499 name of such corporation satisfies the requirements of s.
1500 617.0401. To obtain or maintain a certificate of authority to
1501 transact business in this state, the foreign corporation:
1502 (a) May add the word “corporation” or “incorporated” or the
1503 abbreviation “corp.” or “inc.” or words of like import, which as
1504 will clearly indicate that it is a corporation instead of a
1505 natural person or partnership or other business entity; however,
1506 to its corporate name for use in this state, provided, the name
1507 of a foreign corporation may not contain the word “company” or
1508 the abbreviation “co.”; or
1509 (b) May use an alternate name to transact business in this
1510 state if its real name is unavailable. Any alternate corporate
1511 name adopted for use in this state must be cross-referenced to
1512 the real corporate name in the records of the Division of
1513 Corporations. If the real corporate name of the corporation
1514 becomes available in this state or if the corporation chooses to
1515 change its alternate name and it delivers to the Department of
1516 State, for filing, a copy of the resolution of its board of
1517 directors, changing or withdrawing the alternate name and
1518 executed as required by s. 617.01201, must be delivered for
1519 filing adopting an alternate name.
1520 (2) The corporate name, including the alternate name, of a
1521 foreign corporation must be distinguishable, within the records
1522 of the Division of Corporations, from:
1523 (a) Any corporate name of a corporation for profit
1524 incorporated or authorized to transact business in this state.
1525 (b)(a) The alternate name of another foreign corporation
1526 authorized to transact business in this state.
1527 (c)(b) The corporate name of a not-for-profit corporation
1528 incorporated or authorized to transact business in this state.
1529 (d)(c) The names of all other entities or filings, except
1530 fictitious name registrations pursuant to s. 865.09, organized,
1531 or registered under the laws of this state, that are on file
1532 with the Division of Corporations.
1533 (3) If a foreign corporation authorized to transact
1534 business in this state changes its corporate name to one that
1535 does not satisfy the requirements of s. 617.0401 s. 607.0401,
1536 such corporation may not transact business in this state under
1537 the changed name until the corporation adopts a name satisfying
1538 the requirements of s. 617.0401 s. 607.0401.
1539 (4) The corporate name must be distinguishable from the
1540 names of all other entities or filings, organized, registered,
1541 or reserved under the laws of the state that are on file with
1542 the Division of Corporations, except fictitious name
1543 registrations pursuant to s. 865.09.
1544 Section 44. Subsection (6) of section 617.1530, Florida
1545 Statutes, is amended to read:
1546 617.1530 Grounds for revocation of authority to conduct
1547 affairs.—The department of State may commence a proceeding under
1548 s. 617.1531 to revoke the certificate of authority of a foreign
1549 corporation authorized to conduct its affairs in this state if:
1550 (6) The department of State receives a duly authenticated
1551 certificate from the secretary of state or other official having
1552 custody of corporate records in the jurisdiction under the law
1553 of which the foreign corporation is incorporated stating that it
1554 has been dissolved or disappeared as the result of a merger.
1555 Section 45. Paragraph (a) of subsection (5) of section
1556 617.1601, Florida Statutes, is amended to read:
1557 617.1601 Corporate records.—
1558 (5) A corporation shall keep a copy of the following
1559 records:
1560 (a) Its articles of incorporation or restated articles of
1561 incorporation and all amendments to them currently in effect.
1562 Section 46. Subsections (1), (2), and (4) of section
1563 617.1602, Florida Statutes, are amended to read:
1564 617.1602 Inspection of records by members.—
1565 (1) A member of a corporation is entitled to inspect and
1566 copy, during regular business hours at the corporation's
1567 principal office or at a reasonable location specified by the
1568 corporation, any of the records of the corporation described in
1569 s. 617.1601(5), if the member gives the corporation written
1570 notice of his or her demand at least 10 5 business days before
1571 the date on which he or she wishes to inspect and copy.
1572 (2) A member of a corporation is entitled to inspect and
1573 copy, during regular business hours at a reasonable location
1574 specified by the corporation, any of the following records of
1575 the corporation if the member meets the requirements of
1576 subsection (3) and gives the corporation written notice of his
1577 or her demand at least 10 5 business days before the date on
1578 which he or she wishes to inspect and copy:
1579 (a) Excerpts from minutes of any meeting of the board of
1580 directors, records of any action of a committee of the board of
1581 directors while acting in place of the board of directors on
1582 behalf of the corporation, minutes of any meeting of the
1583 members, and records of action taken by the members or board of
1584 directors without a meeting, to the extent not subject to
1585 inspection under subsection (1).
1586 (b) Accounting records of the corporation.
1587 (c) The record of members.
1588 (d) Any other books and records.
1589 (4) This section does not affect:
1590 (a) The right of a member to inspect and copy records under
1591 s. 617.0730(6), or, if the member is in litigation with the
1592 corporation to inspect and copy records, to the same extent as
1593 any other litigant.
1594 (b) The power of a court, independently of this chapter
1595 act, to compel the production of corporate records for
1596 examination.
1597 Section 47. Section 617.1605, Florida Statutes, is amended
1598 to read:
1599 617.1605 Financial reports for members.—A corporation, upon
1600 a member's written demand, shall furnish that member its latest
1601 annual financial statements, which may be consolidated or
1602 combined statements of the corporation and one or more of its
1603 subsidiaries or affiliates, as appropriate, and which include a
1604 balance sheet as of the end of the fiscal year and a statement
1605 of operations for that year. If financial statements are
1606 prepared for the corporation on the basis of generally accepted
1607 accounting principles, the annual financial statements must also
1608 be prepared on such basis. Within 60 days following the end of
1609 the fiscal or calendar year or annually on such date as is
1610 otherwise provided in the bylaws of the corporation, the board
1611 of directors of the corporation shall mail or furnish by
1612 personal delivery to each member a complete financial report of
1613 actual receipts and expenditures for the previous 12 months. The
1614 report shall show the amounts of receipts by accounts and
1615 receipt classifications and shall show the amounts of expenses
1616 by accounts and expense classifications.
1617 Section 48. Section 617.1703, Florida Statutes, is created
1618 to read:
1619 617.1703 Application of chapter.—In the event of any
1620 conflict between the provisions of this chapter and chapter 718
1621 regarding condominiums, chapter 719 regarding cooperatives,
1622 chapter 720 regarding homeowners' associations, chapter 721
1623 regarding timeshares, or chapter 723 regarding mobile home
1624 owners' associations, the provisions of such other chapters
1625 shall apply. The provisions of ss. 617.0605-617.0608 do not
1626 apply to corporations regulated by any of the foregoing chapters
1627 or to any other corporation where membership in the corporation
1628 is required pursuant to a document recorded in the county
1629 property records.
1630 Section 49. Subsection (8) is added to section 617.1803,
1631 Florida Statutes, to read:
1632 617.1803 Domestication of foreign not-for-profit
1633 corporations.—
1634 (8) When a domestication becomes effective:
1635 (a) The title to all real and personal property, both
1636 tangible and intangible, of the foreign corporation remains in
1637 the domesticated corporation without reversion or impairment;
1638 (b) The liabilities of the foreign corporation remain the
1639 liabilities of the domesticated corporation;
1640 (c) An action or proceeding against the foreign corporation
1641 continues against the domesticated corporation as if the
1642 domestication had not occurred;
1643 (d) The articles of incorporation attached to the
1644 certificate of domestication constitute the articles of
1645 incorporation of the domesticated corporation; and
1646 (e) Membership interests in the foreign corporation remain
1647 identical in the domesticated corporation.
1648 Section 50. Section 617.1806, Florida Statutes, is amended
1649 to read:
1650 617.1806 Conversion to corporation not for profit; petition
1651 and contents.—A petition for conversion to a corporation not for
1652 profit pursuant to s. 617.1805 shall be accompanied by the
1653 written consent of all the shareholders authorizing the change
1654 in the corporate nature and directing an authorized officer to
1655 file such petition before the court, together with a statement
1656 agreeing to accept all the property of the petitioning
1657 corporation and agreeing to assume and pay all its indebtedness
1658 and liabilities, and the proposed articles of incorporation
1659 signed by the president and secretary of the petitioning
1660 corporation which shall set forth the provisions required in
1661 original articles of incorporation by s. 617.0202.
1662 Section 51. Section 617.1907, Florida Statutes, is amended
1663 to read:
1664 617.1907 Effect of repeal or amendment of prior acts.—
1665 (1) Except as provided in subsection (2), the repeal or
1666 amendment of a statute by this act does not affect:
1667 (a) The operation of the statute or any action taken under
1668 it before its repeal or amendment;
1669 (b) Any ratification, right, remedy, privilege, obligation,
1670 or liability acquired, accrued, or incurred under the statute
1671 before its repeal or amendment;
1672 (c) Any violation of the statute, or any penalty,
1673 forfeiture, or punishment incurred because of the violation,
1674 before its repeal or amendment; or
1675 (d) Any proceeding, reorganization, or dissolution
1676 commenced under the statute before its repeal or amendment, and
1677 the proceeding, reorganization, or dissolution may be completed
1678 in accordance with the statute as if it had not been repealed or
1679 amended.
1680 (2) If a penalty or punishment imposed for violation of a
1681 statute repealed or amended by this act is reduced by this act,
1682 the penalty or punishment if not already imposed shall be
1683 imposed in accordance with this act.
1684 Section 52. Section 617.2103, Florida Statutes, is
1685 repealed.
1686 Section 53. This act shall take effect October 1, 2009.