HB 1311

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

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