CS/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. 607.1406, F.S.;
6	requiring notice to known claimants of a dissolved
7	corporation; amending s. 607.1620, F.S.; requiring that
8	certain corporations furnish annual financial statements
9	to shareholders within a specified period after the close
10	of a fiscal year; providing an exception; providing a
11	means by which such requirement may be satisfied; amending
12	s. 617.01201, F.S.; requiring a document that is
13	electronically transmitted to be in a format that may be
14	retrieved in typewritten or printed form; requiring that a
15	document be executed by a director of the domestic or
16	foreign corporation; authorizing the delivery of a
17	document by electronic transmission to the extent allowed
18	by the Department of State; amending s. 617.0122, F.S.;
19	requiring the department to collect a fee for filing an
20	agent's statement of resignation from an inactive
21	corporation; amending s. 617.0124, F.S.; authorizing a
22	domestic or foreign corporation to correct a document
23	filed by the department within 30 days under certain
24	circumstances; amending s. 617.01401, F.S.; defining the
25	terms "department," "distribution," "mutual benefit
26	corporation," "successor entity," and "voting power";
27	amending s. 617.0205, F.S.; requiring the incorporators to
28	hold an organizational meeting after incorporation if the
29	initial directors are not named in the articles of
30	incorporation; amending s. 617.0302, F.S.; authorizing a
31	corporation not for profit to make guaranties; amending s.
32	617.0501, F.S.; deleting a provision providing that there
33	shall be no charge for telephone requests for certain
34	general corporate information; amending s. 617.0503, F.S.;
35	providing that an alien business organization may withdraw
36	its registered agent designation by delivering an
37	application for certificate of withdrawal to the
38	department; amending s. 617.0505, F.S.; prohibiting a
39	corporation not for profit from making distributions to
40	its members; providing an exception; deleting provisions
41	related to the issuance of certificates; amending s.
42	617.0601, F.S.; correcting a reference to the Solicitation
43	of Contributions Act; providing that certain stock
44	certificates constitute certificates of membership;
45	requiring that a resignation, expulsion, or termination of
46	membership be recorded in the membership book; creating s.
47	617.0605, F.S.; prohibiting a member of a corporation from
48	transferring a membership under certain circumstances;
49	creating s. 617.0606, F.S.; providing that the resignation
50	of a member does not relieve the member from obligations
51	incurred and commitments made prior to resignation;
52	creating s. 617.0607, F.S.; requiring that a member of a
53	corporation be terminated or suspended pursuant to a
54	procedure that is fair and reasonable; requiring that
55	written notice given and delivered by certified mail or
56	first-class mail; requiring that a proceeding challenging
57	an expulsion, suspension, or termination be commenced
58	within 1 year after the effective date of such expulsion,
59	suspension, or termination; providing that a member who
60	has been expelled or suspended may be liable to the
61	corporation for dues, assessments, or fees; creating s.
62	617.0608, F.S.; prohibiting a corporation from purchasing
63	any of its memberships; authorizing a mutual benefit
64	corporation to purchase the membership of a member who
65	resigns or whose membership is terminated; amending s.
66	617.0701, F.S.; authorizing the holders of at least 5
67	percent of the voting power of a corporation to call a
68	special meeting of the members under certain
69	circumstances; authorizing a person who signs a demand for
70	a special meeting to call a special meeting of the members
71	under certain circumstances; revising the timeframes
72	relating to written member consent to actions; clarifying
73	the types of corporations that are not subject to certain
74	requirements; amending s. 617.0721, F.S.; authorizing the
75	corporation to reject a proxy action if it has reasonable
76	doubt as the validity of an appointment; providing that
77	members and proxy holders who are not physically present
78	at a meeting may participate by means of remote
79	communication and are deemed to be present at the meeting
80	under certain circumstances; amending s. 617.0725, F.S.;
81	requiring an amendment to the articles of incorporation or
82	the bylaws which adds a greater or lesser quorum or voting
83	requirement to meet certain requirements; creating s.
84	617.07401, F.S.; prohibiting a person from commencing a
85	proceeding in the right of a domestic or foreign
86	corporation unless the person was a member of the
87	corporation or became a member through transfer by
88	operation of law; requiring that a complaint in a
89	proceeding brought in the right of a domestic or foreign
90	corporation be verified and allege the demand with
91	particularity; authorizing the court to dismiss a
92	derivative proceeding if the court finds that a
93	determination was made in good faith after a reasonable
94	investigation; prohibiting certain proceedings from being
95	discontinued or settled without the approval of the court;
96	authorizing the court to require a plaintiff to pay a
97	defendant's reasonable expenses upon termination of a
98	proceeding, including attorney's fees; amending s.
99	617.0801, F.S.; providing the duties of the board of
100	directors; amending s. 617.0802, F.S.; providing an
101	exception to the required minimum age of a member of the
102	board of directors for certain corporations; amending s.
103	617.0806, F.S.; providing that directors may be divided
104	into classes; amending s. 617.0808, F.S.; providing that
105	any member of the board of directors may be removed from
106	office with or without cause by a certain vote; providing
107	that a director who is elected by a class, chapter, or
108	other organizational unit may be removed only by members
109	of that class, chapter, or organizational unit; providing
110	that a director elected or appointed by the board may be
111	removed without cause by a vote of two-thirds of the
112	directors then in office; providing that a director of a
113	corporation described in s. 501(c) of the Internal Revenue
114	Code may be removed from office pursuant to procedures
115	provided in the articles of incorporation or the bylaws;
116	amending s. 617.0809, F.S.; providing that a vacancy on
117	the board of directors for a director elected by a class,
118	chapter, unit, or group may be filled only by members of
119	that class, chapter, unit, or group; providing that the
120	term of a director elected or appointed to fill a vacancy
121	expires at the next annual meeting at which directors are
122	elected; amending s. 617.0824, F.S.; prohibiting certain
123	directors from being counted toward a quorum; amending s.
124	617.0832, F.S.; deleting a provision that authorizes
125	common or interested directors to be counted in
126	determining the presence of a quorum at a meeting that
127	ratifies a contract between a corporation and one of its
128	directors and any other corporation in which one of its
129	directors is financially interested; providing
130	circumstances under which a conflict-of-interest
131	transaction is authorized; amending s. 617.0833, F.S.;
132	providing an exception to the requirement that a loan not
133	be made by a corporation to its directors; amending s.
134	617.0834, F.S.; providing that an officer or director of a
135	certain nonprofit organization or agricultural or
136	horticultural organization is immune from civil liability;
137	amending s. 617.1007, F.S.; providing that a restatement
138	of the articles of incorporation of a corporation may
139	include one or more amendments; amending s. 617.1101,
140	F.S.; providing requirements for a plan of merger;
141	creating s. 617.1102, F.S.; providing a limitation on the
142	merger of a corporation not for profit; creating s.
143	617.1301, F.S.; prohibiting a corporation from making
144	distributions to its members under certain circumstances;
145	creating s. 617.1302, F.S.; providing that a mutual
146	benefit corporation may purchase its memberships only
147	under certain circumstances; authorizing a corporation to
148	make distributions upon dissolution; amending s. 617.1405,
149	F.S.; providing that the name of a dissolved corporation
150	may be available for immediate assumption by another
151	corporation if the dissolved corporation provides the
152	department with an affidavit authorizing such use;
153	creating s. 617.1407, F.S.; authorizing a dissolved
154	corporation or successor entity to execute certain
155	procedures to resolve payment of unknown claims against
156	it; providing that certain claims against a dissolved
157	corporation are barred; providing that a claim may be
158	entered against a dissolved corporation under certain
159	circumstances; creating s. 617.1408, F.S.; authorizing a
160	dissolved corporation or successor entity to execute
161	certain procedures to dispose of known claims against it;
162	requiring that a dissolved corporation deliver written
163	notice of the dissolution to each of its known claimants;
164	providing a procedure under which a dissolved corporation
165	may reject a claim made against it; requiring that a
166	dissolved corporation give notice of the dissolution to
167	persons having known claims that are contingent,
168	conditional, or unmatured; requiring that a dissolved
169	corporation follow certain procedures in offering
170	compensation to a claimant if the claim matures; requiring
171	that a dissolved corporation petition the circuit court to
172	determine the amount and form of security that is
173	sufficient to provide compensation to certain claimants;
174	providing that the giving of notice or making of an offer
175	does not revive a claim that has been barred; providing
176	that directors of a dissolved corporation or governing
177	persons of a successor entity that has complied with
178	certain procedures are not personally liable to the
179	claimants of a dissolved corporation; providing that
180	certain members of a dissolved corporation are not liable
181	for any claim against the corporation; providing a limit
182	on the aggregate liability of any member of a dissolved
183	corporation; repealing s. 617.1421(6), F.S., relating to
184	the assumption and use of the name of a dissolved
185	corporation; amending s. 617.1422, F.S.; deleting certain
186	requirements for an application to reinstate a corporation
187	that has been dissolved; requiring that a corporation
188	submit a reinstatement form prescribed and furnished by
189	the department; providing that the name of a dissolved
190	corporation is not available for assumption or use by
191	another corporation until 1 year after the effective date
192	of dissolution; providing an exception; amending s.
193	617.1430, F.S.; revising the requirements for members to
194	dissolve a corporation in circuit court; amending s.
195	617.1503, F.S.; requiring a foreign corporation to deliver
196	a certificate of existence authenticated by the Secretary
197	of State; amending s. 617.1504, F.S.; requiring that a
198	foreign corporation make application to the department to
199	obtain an amended certificate of authority within 90 days
200	after the occurrence of a change; amending s. 617.1506,
201	F.S.; requiring that an alternate corporate name adopted
202	for use in this state be cross-referenced to the real
203	corporate name in the records of the Division of
204	Corporations; requiring that the corporate name of a
205	foreign corporation be distinguishable from the corporate
206	name of a corporation for profit incorporated or
207	authorized to transact business in this state; amending s.
208	617.1530, F.S.; requiring that the department receive an
209	authenticated certificate from the Secretary of State
210	before commencing a proceeding to revoke the certificate
211	of authority of a foreign corporation; amending s.
212	617.1601, F.S.; requiring that a corporation keep a copy
213	of its articles of incorporation; amending s. 617.1602,
214	F.S.; providing that a member of a corporation is entitled
215	to inspect and copy certain records of the corporation at
216	a reasonable location specified by the corporation;
217	requiring that a member give the corporation written
218	notice 10 days before the date on which he or she wishes
219	to inspect and copy records; amending s. 617.1605, F.S.;
220	revising the circumstances under which a corporation is
221	required to furnish a member with its latest annual
222	financial statement; creating s. 617.1703, F.S.; providing
223	for the applicability of certain provisions to
224	corporations regulated under the act; amending s.
225	617.1803, F.S.; providing for certain changes when a
226	foreign not-for-profit corporation becomes domesticated;
227	amending s. 617.1806, F.S.; revising the provisions for
228	conversion to a corporation not for profit; amending s.
229	617.1907, F.S.; providing that the repeal or amendment of
230	a statute does not affect certain operations and
231	proceedings; repealing s. 617.2103, F.S., relating to
232	exemptions for certain corporations; providing effective
233	dates.
234
235	Be It Enacted by the Legislature of the State of Florida:
236
237	Section 1.  Subsection (4) of section 607.0501, Florida
238	Statutes, is amended to read:
239	607.0501  Registered office and registered agent.--
240	(4)  The Department of State shall maintain an accurate
241	record of the registered agents and registered offices for the
242	service of process and shall furnish any information disclosed
243	thereby promptly upon request and payment of the required fee.
244	There shall be no charge for telephone requests for general
245	corporate information, including the corporation's status, names
246	of officers and directors, address of principal place of
247	business, and name and address of registered agent.
248	Section 2.  Subsection (4) of section 607.1406, Florida
249	Statutes, is amended to read:
250	607.1406  Known claims against dissolved corporation.--
251	(4)  A dissolved corporation or successor entity electing
252	to follow the procedures described in subsections (2) and (3)
253	shall also give notice of the dissolution of the corporation to
254	persons with known claims, that are contingent upon the
255	occurrence or nonoccurrence of future events or otherwise
256	conditional or unmatured, and request that such persons present
257	such claims in accordance with the terms of such notice. Such
258	notice shall be in substantially the same form, and sent in the
259	same manner, as described in subsection (2).
260	Section 3.  Effective upon this act becoming a law and
261	applicable to all fiscal years ending on or after December 31,
262	2008, subsection (3) of section 607.1620, Florida Statutes, is
263	amended, and subsection (5) is added to that section, to read:
264	607.1620  Financial statements for shareholders.--
265	(3)  Any A corporation required by subsection (1) to
266	furnish annual financial statements to its shareholders shall
267	furnish mail the annual financial statements to each shareholder
268	within 120 days after the close of each fiscal year or within
269	such additional time thereafter as is reasonably necessary to
270	enable the corporation to prepare its financial statements if,
271	for reasons beyond the corporation's control, it is unable to
272	prepare its financial statements within the prescribed period.
273	Thereafter, on written request from a shareholder who was not
274	furnished mailed the statements, the corporation shall furnish
275	mail him or her the latest annual financial statements.
276	(5)  The requirement to furnish annual financial statements
277	as described in this section shall be satisfied by sending the
278	annual financial statements by mail or by electronic
279	transmission. If a corporation has an outstanding class of
280	securities registered under s. 12 of the Securities Exchange Act
281	of 1934, as amended, the requirement to furnish annual financial
282	statements may be satisfied by complying with 17 C.F.R. s.
283	240.14a-16, as amended, with respect to the obligation of a
284	corporation to furnish an annual report to shareholders pursuant
285	to 17 C.F.R. s. 240.14a-3(b), as amended.
286	Section 4.  Subsections (4), (6), and (9) of section
287	617.01201, Florida Statutes, are amended to read:
288	617.01201  Filing requirements.--
289	(4)  The document must be typewritten or printed and must
290	be legible. If electronically transmitted, the document must be
291	in a format that may be retrieved or reproduced in typewritten
292	or printed form.
293	(6)  The document must be executed:
294	(a)  By a director the chair or any vice chair of the board
295	of directors of a domestic or foreign corporation, or by its
296	president or by another of its officers;
297	(b)  If directors or officers have not been selected or the
298	corporation has not been formed, by an incorporator; or
299	(c)  If the corporation is in the hands of a receiver,
300	trustee, or other court-appointed fiduciary, by the that
301	fiduciary.
302	(9)  The document must be delivered to the office of the
303	department of State for filing. Delivery may be made by
304	electronic transmission if and to the extent allowed by the
305	department. If the document is filed in typewritten or printed
306	form and not transmitted electronically, the department may
307	require that and may be accompanied by one exact or conformed
308	copy be delivered with the document, (except as provided in s.
309	617.1508. The document), and must be accompanied by the correct
310	filing fee and any other tax or penalty required by this act or
311	other law.
312	Section 5.  Subsection (7) of section 617.0122, Florida
313	Statutes, is amended to read:
314	617.0122  Fees for filing documents and issuing
315	certificates.--The Department of State shall collect the
316	following fees on documents delivered to the department for
317	filing:
318	(7)  Agent's statement of resignation from inactive
319	administratively dissolved corporation:  $35.
320
321	Any citizen support organization that is required by rule of the
322	Department of Environmental Protection to be formed as a
323	nonprofit organization and is under contract with the department
324	is exempt from any fees required for incorporation as a
325	nonprofit organization, and the Secretary of State may not
326	assess any such fees if the citizen support organization is
327	certified by the Department of Environmental Protection to the
328	Secretary of State as being under contract with the Department
329	of Environmental Protection.
330	Section 6.  Subsections (1) and (2) of section 617.0124,
331	Florida Statutes, are amended to read:
332	617.0124  Correcting filed document.--
333	(1)  A domestic or foreign corporation may correct a
334	document filed by the department of State within 30 10 business
335	days after filing if the document:
336	(a)  The document contains an incorrect statement; or
337	(b)  The document was defectively executed, attested,
338	sealed, verified, or acknowledged; or.
339	(c)  The electronic transmission of the document was
340	defective.
341	(2)  A document is corrected:
342	(a)  By preparing articles of correction that:
343	1.  Describe the document, (including its filing date) or
344	attach a copy of it to the articles;
345	2.  Specify the incorrect statement and the reason it is
346	incorrect or the manner in which the execution was defective;
347	and
348	3.  Correct the incorrect statement or defective execution;
349	and
350	(b)  By delivering the executed articles of correction to
351	the department of State for filing.
352	Section 7.  Section 617.01401, Florida Statutes, is amended
353	to read:
354	617.01401  Definitions.--As used in this chapter act,
355	unless the context otherwise requires, the term:
356	(1)  "Articles of incorporation" includes original,
357	amended, and restated articles of incorporation, articles of
358	consolidation, and articles of merger, and all amendments
359	thereto, including documents designated by the laws of this
360	state as charters, and, in the case of a foreign corporation,
361	documents equivalent to articles of incorporation in the
362	jurisdiction of incorporation.
363	(2)  "Board of directors" means the group of persons vested
364	with the management of the affairs of the corporation
365	irrespective of the name by which such group is designated,
366	including, but not limited to, managers or trustees.
367	(3)  "Bylaws" means the code or codes of rules adopted for
368	the regulation or management of the affairs of the corporation
369	irrespective of the name or names by which such rules are
370	designated.
371	(4)  "Corporation" or "domestic corporation" means a
372	corporation not for profit, subject to the provisions of this
373	chapter act, except a foreign corporation.
374	(5)  "Corporation not for profit" means a corporation no
375	part of the income or profit of which is distributable to its
376	members, directors, or officers, except as otherwise provided
377	under this chapter.
378	(6)  "Department" means the Department of State.
379	(7)  "Distribution" means the payment of a dividend or any
380	part of the income or profit of a corporation to its members,
381	directors, or officers. A donation or transfer of corporate
382	assets or income to or from another not-for-profit corporation
383	qualified as tax-exempt under s. 501(c) of the Internal Revenue
384	Code or a governmental organization exempt from federal and
385	state income taxes, if such corporation or governmental
386	organization is a member of the corporation making such donation
387	or transfer, is not a distribution for purposes of this chapter.
388	(8)(6)  "Electronic transmission" means any form of
389	communication, not directly involving the physical transmission
390	or transfer of paper, which creates a record that may be
391	retained, retrieved, and reviewed by a recipient thereof and
392	which may be directly reproduced in a comprehensible and legible
393	paper form by such recipient through an automated process.
394	Examples of electronic transmission include, but are not limited
395	to, telegrams, facsimile transmissions of images, and text that
396	is sent via electronic mail between computers.
397	(9)(7)  "Foreign corporation" means a corporation not for
398	profit organized under laws other than the laws of this state.
399	(10)(8)  "Insolvent" means the inability of a corporation
400	to pay its debts as they become due in the usual course of its
401	affairs.
402	(11)(9)  "Mail" means the United States mail, facsimile
403	transmissions, and private mail carriers handling nationwide
404	mail services.
405	(12)(10)  "Member" means one having membership rights in a
406	corporation in accordance with the provisions of its articles of
407	incorporation or bylaws or the provisions of this chapter act.
408	(13)  "Mutual benefit corporation" means a domestic
409	corporation that is not organized primarily or exclusively for
410	religious purposes; is not recognized as exempt under s.
411	501(c)(3) of the Internal Revenue Code; and is not organized for
412	a public or charitable purpose that is required upon its
413	dissolution to distribute its assets to the United States, a
414	state, a local subdivision thereof, or a person that is
415	recognized as exempt under s. 501(c)(3) of the Internal Revenue
416	Code. The term does not include an association organized under
417	chapter 718, chapter 719, chapter 720, or chapter 721, or any
418	corporation where membership in the corporation is required
419	pursuant to a document recorded in county property records.
420	(14)(11)  "Person" includes individual and entity.
421	(15)  "Successor entity" means any trust, receivership, or
422	other legal entity that is governed by the laws of this state to
423	which the remaining assets and liabilities of a dissolved
424	corporation are transferred and that exists solely for the
425	purposes of prosecuting and defending suits by or against the
426	dissolved corporation and enabling the dissolved corporation to
427	settle and close the business of the dissolved corporation, to
428	dispose of and convey the property of the dissolved corporation,
429	to discharge the liabilities of the dissolved corporation, and
430	to distribute to the dissolved corporation's members any
431	remaining assets, but not for the purpose of continuing the
432	business for which the dissolved corporation was organized.
433	(16)  "Voting power" means the total number of votes
434	entitled to be cast for the election of directors at the time
435	the determination of voting power is made, excluding a vote that
436	is contingent upon the happening of a condition or event that
437	has not yet occurred. If the members of a class are entitled to
438	vote as a class to elect directors, the determination of the
439	voting power of the class is based on the percentage of the
440	number of directors the class is entitled to elect relative to
441	the total number of authorized directors. If the corporation's
442	directors are not elected by the members, voting power shall,
443	unless otherwise provided in the articles of incorporation or
444	bylaws, be on a one-member, one-vote basis.
445	Section 8.  Subsection (1) of section 617.0205, Florida
446	Statutes, is amended to read:
447	617.0205  Organizational meeting of directors.--
448	(1)  After incorporation:
449	(a)  If initial directors are named in the articles of
450	incorporation, the initial directors shall hold an
451	organizational meeting, at the call of a majority of the
452	directors, to complete the organization of the corporation by
453	appointing officers, adopting bylaws, and carrying on any other
454	business brought before the meeting;
455	(b)  If initial directors are not named in the articles of
456	incorporation, the incorporators shall hold an organizational
457	meeting at the call of a majority of the incorporators:
458	1.  To elect directors and complete the organization of the
459	corporation; or
460	2.  To elect a board of directors who shall complete the
461	organization of the corporation.
462	Section 9.  Section 617.0302, Florida Statutes, is amended
463	to read:
464	617.0302  Corporate powers.--Every corporation not for
465	profit organized under this chapter act, unless otherwise
466	provided in its articles of incorporation or bylaws, shall have
467	power to:
468	(1)  Have succession by its corporate name for the period
469	set forth in its articles of incorporation.
470	(2)  Sue and be sued and appear and defend in all actions
471	and proceedings in its corporate name to the same extent as a
472	natural person.
473	(3)  Adopt, use, and alter a common corporate seal.
474	However, such seal must always contain the words "corporation
475	not for profit."
476	(4)  Elect or appoint such officers and agents as its
477	affairs shall require and allow them reasonable compensation.
478	(5)  Adopt, change, amend, and repeal bylaws, not
479	inconsistent with law or its articles of incorporation, for the
480	administration of the affairs of the corporation and the
481	exercise of its corporate powers.
482	(6)  Increase, by a vote of its members cast as the bylaws
483	may direct, the number of its directors so that the number shall
484	not be less than three but may be any number in excess thereof.
485	(7)  Make contracts and guaranties, incur liabilities,
486	borrow money at such rates of interest as the corporation may
487	determine, issue its notes, bonds, and other obligations, and
488	secure any of its obligations by mortgage and pledge of all or
489	any of its property, franchises, or income.
490	(8)  Conduct its affairs, carry on its operations, and have
491	offices and exercise the powers granted by this act in any
492	state, territory, district, or possession of the United States
493	or any foreign country.
494	(9)  Purchase, take, receive, lease, take by gift, devise,
495	or bequest, or otherwise acquire, own, hold, improve, use, or
496	otherwise deal in and with real or personal property, or any
497	interest therein, wherever situated.
498	(10)  Acquire, enjoy, utilize, and dispose of patents,
499	copyrights, and trademarks and any licenses and other rights or
500	interests thereunder or therein.
501	(11)  Sell, convey, mortgage, pledge, lease, exchange,
502	transfer, or otherwise dispose of all or any part of its
503	property and assets.
504	(12)  Purchase, take, receive, subscribe for, or otherwise
505	acquire, own, hold, vote, use, employ, sell, mortgage, lend,
506	pledge, or otherwise dispose of and otherwise use and deal in
507	and with, shares and other interests in, or obligations of,
508	other domestic or foreign corporations, whether for profit or
509	not for profit, associations, partnerships, or individuals, or
510	direct or indirect obligations of the United States, or of any
511	other government, state, territory, governmental district,
512	municipality, or of any instrumentality thereof.
513	(13)  Lend money for its corporate purposes, invest and
514	reinvest its funds, and take and hold real and personal property
515	as security for the payment of funds loaned or invested except
516	as prohibited by s. 617.0833.
517	(14)  Make donations for the public welfare or for
518	religious, charitable, scientific, educational, or other similar
519	purposes.
520	(15)  Have and exercise all powers necessary or convenient
521	to effect any or all of the purposes for which the corporation
522	is organized.
523	(16)  Merge with other corporations or other business
524	entities identified in s. 607.1108(1), both for profit and not
525	for profit, domestic and foreign, if the surviving corporation
526	or other surviving business entity is a corporation not for
527	profit or other business entity that has been organized as a
528	not-for-profit entity under a governing statute or other
529	applicable law that permits such a merger.
530	Section 10.  Subsection (4) of section 617.0501, Florida
531	Statutes, is amended to read:
532	617.0501  Registered office and registered agent.--
533	(4)  The Department of State shall maintain an accurate
534	record of the registered agents and registered offices for the
535	service of process and shall furnish any information disclosed
536	thereby promptly upon request and payment of the required fee.
537	There shall be no charge for telephone requests for general
538	corporate information, including the corporation's status, names
539	of officers and directors, address of principal place of
540	business, and name and address of resident agent.
541	Section 11.  Subsection (12) is added to section 617.0503,
542	Florida Statutes, to read:
543	617.0503  Registered agent; duties; confidentiality of
544	investigation records.--
545	(12)  Any alien business organization may withdraw its
546	registered agent designation by delivering an application for
547	certificate of withdrawal to the department for filing. The
548	application shall set forth:
549	(a)  The name of the alien business organization and the
550	jurisdiction under the law of which it is incorporated or
551	organized; and
552	(b)  That the alien business organization is no longer
553	required to maintain a registered agent in this state.
554	Section 12.  Section 617.0505, Florida Statutes, is amended
555	to read:
556	617.0505  Distributions; exceptions Payment of dividends
557	and distribution of income to members prohibited; issuance of
558	certificates of membership; effect of stock issued under prior
559	law.--
560	(1)  Except as authorized in s. 617.1302, A dividend may
561	not be paid, and any part of the income or profit of a
562	corporation may not make distributions be distributed, to its
563	members, directors, or officers.
564	(1)  A mutual benefit corporation, such as a private club
565	that is established for social, pleasure, or recreational
566	purposes and that is organized as a corporation of which the
567	equity interests are held by the members, may, subject to s.
568	617.1302, purchase the equity membership interest of any member,
569	and the payment for such interest is not a distribution for
570	purposes of this section.
571	(2)  A corporation may pay compensation in a reasonable
572	amount to its members, directors, or officers for services
573	rendered, may confer benefits upon its members in conformity
574	with its purposes, and, upon dissolution or final liquidation,
575	may make distributions to its members as permitted by this
576	chapter act.
577	(3)  If expressly permitted by its articles of
578	incorporation, a corporation may make distributions upon partial
579	liquidation to its members, as permitted by this section. Any
580	such payment, benefit, or distribution does not constitute a
581	dividend or a distribution of income or profit for purposes of
582	this section.
583	(4)  A Any corporation that which is a utility exempt from
584	regulation under s. 367.022(7), whose articles of incorporation
585	state that it is exempt from taxation under s. 501(c)(12) of the
586	Internal Revenue Code, may make such refunds to its members,
587	prior to a dissolution or liquidation, as its managing board
588	deems necessary to establish or preserve its tax-exempt status.
589	Any such refund does not constitute a dividend or a distribution
590	of income or profit for purposes of this section.
591	(5)  A corporation that is regulated by chapter 718,
592	chapter 719, chapter 720, chapter 721, or chapter 723, or a
593	corporation where membership in such corporation is required
594	pursuant to a document recorded in the county property records,
595	may make refunds to its members, giving credits to its members,
596	disbursing insurance proceeds to its members, or disbursing or
597	paying settlements to its members without violating this
598	section.
599	(2)  Subject to subsection (1), a corporation may issue
600	certificates in any form evidencing membership in the
601	corporation.
602	(3)  Stock certificates issued under former s. 617.011(2),
603	Florida Statutes (1989), constitute membership certificates for
604	purposes of this act.
605	Section 13.  Subsections (1), (2), and (5) of section
606	617.0601, Florida Statutes, are amended to read:
607	617.0601  Members, generally.--
608	(1)(a)  A corporation may have one or more classes of
609	members or may have no members.  If the corporation has one or
610	more classes of members, the designation of such class or
611	classes, the qualifications and rights of the members of each
612	class, any quorum and voting requirements for meetings and
613	activities of the members, and notice requirements sufficient to
614	provide notice of meetings and activities of the members must be
615	set forth in the articles of incorporation or in the bylaws.
616	(b)  The articles of incorporation or bylaws of any
617	corporation not for profit that maintains chapters or affiliates
618	may grant representatives of such chapters or affiliates the
619	right to vote in conjunction with the board of directors of the
620	corporation notwithstanding applicable quorum or voting
621	requirements of this chapter act if the corporation is
622	registered with the department of State pursuant to ss. 496.401-
623	496.424 ss. 496.001-496.011, the Solicitation of Contributions
624	Funds Act.
625	(c)  This subsection does not apply to any condominium
626	association organized under chapter 718.
627	(2)  A corporation may issue certificates of membership.
628	Stock certificates issued under former s. 617.011(2), Florida
629	Statutes 1989, constitute certificates of membership for
630	purposes of this section.
631	(5)  Membership in the corporation may be terminated in the
632	manner provided by law, by the articles of incorporation, or by
633	the bylaws, and A resignation, expulsion, suspension, or
634	termination of membership pursuant to s. 617.0606 or s. 617.0607
635	shall be recorded in the membership book.  Unless otherwise
636	provided in the articles of incorporation or the bylaws, all the
637	rights and privileges of a member cease on termination of
638	membership.
639	Section 14.  Section 617.0605, Florida Statutes, is created
640	to read:
641	617.0605  Transfer of membership interests.--
642	(1)  A member of a corporation may not transfer a
643	membership or any right arising from membership except as
644	otherwise allowed in this section.
645	(2)  Except as set forth in the articles of incorporation
646	or bylaws of a mutual benefit corporation, a member of a mutual
647	benefit corporation may not transfer a membership or any right
648	arising from membership.
649	(3)  If transfer rights have been provided for one or more
650	members of a mutual benefit corporation, a restriction on such
651	rights is not binding with respect to a member holding a
652	membership issued before the adoption of the restriction unless
653	the restriction is approved by the members and the affected
654	member.
655	Section 15.  Section 617.0606, Florida Statutes, is created
656	to read:
657	617.0606  Resignation of members.--
658	(1)  Except as may be provided in the articles of
659	incorporation or bylaws of a corporation, a member of a mutual
660	benefit corporation may not transfer a membership or any right
661	arising from membership.
662	(2)  The resignation of a member does not relieve the
663	member from any obligations that the member may have to the
664	corporation as a result of obligations incurred or commitments
665	made before resignation.
666	Section 16.  Section 617.0607, Florida Statutes, is created
667	to read:
668	617.0607  Termination, expulsion, and suspension.--
669	(1)  A member of a corporation may not be expelled or
670	suspended, and a membership in the corporation may not be
671	terminated or suspended, except pursuant to a procedure that is
672	fair and reasonable and is carried out in good faith.
673	(2)  Any written notice given by mail must be delivered by
674	certified mail or first-class mail to the last address of the
675	member shown on the records of the corporation.
676	(3)  Any proceeding challenging an expulsion, suspension,
677	or termination, including a proceeding in which the defective
678	notice is alleged, must be commenced within 1 year after the
679	effective date of the expulsion, suspension, or termination.
680	(4)  A member who has been expelled or suspended may be
681	liable to the corporation for dues, assessments, or fees as a
682	result of obligations incurred or commitments made before
683	expulsion or suspension.
684	Section 17.  Section 617.0608, Florida Statutes, is created
685	to read:
686	617.0608  Purchase of memberships.--
687	(1)  A corporation may not purchase any of its memberships
688	or any right arising from membership except as provided in s.
689	617.0505 or subsection (2).
690	(2)  Subject to s. 617.1302, a mutual benefit corporation
691	may purchase the membership of a member who resigns, or whose
692	membership is terminated, for the amount and pursuant to the
693	conditions set forth in its articles of incorporation or bylaws.
694	Section 18.  Subsections (3), (4), and (6) of section
695	617.0701, Florida Statutes, are amended to read:
696	617.0701  Meetings of members, generally; failure to hold
697	annual meeting; special meeting; consent to corporate actions
698	without meetings; waiver of notice of meetings.--
699	(3)  Except as provided in the articles of incorporation or
700	bylaws, special meetings of the members may be called by:
701	(a)  The president;,
702	(b)  The chair of the board of directors;,
703	(c)  The board of directors;, or such
704	(d)  Other officers or persons as are provided for in the
705	articles of incorporation or the bylaws;.
706	(e)  The holders of at least 5 percent of the voting power
707	of a corporation when one or more written demands for the
708	meeting, which describe the purpose for which the meeting is to
709	be held, are signed, dated, and delivered to a corporate
710	officer; or
711	(f)  A person who signs a demand for a special meeting
712	pursuant to paragraph (e) if notice for a special meeting is not
713	given within 30 days after receipt of the demand. The person
714	signing the demand may set the time and place of the meeting and
715	give notice under this subsection.
716	(4)(a)  Unless otherwise provided in the articles of
717	incorporation, action required or permitted by this chapter act
718	to be taken at an annual or special meeting of members may be
719	taken without a meeting, without prior notice, and without a
720	vote if the action is taken by the members entitled to vote on
721	such action and having not less than the minimum number of votes
722	necessary to authorize such action at a meeting at which all
723	members entitled to vote on such action were present and voted.
724	(a)  In order To be effective, the action must be evidenced
725	by one or more written consents describing the action taken,
726	dated and signed by approving members having the requisite
727	number of votes and entitled to vote on such action, and
728	delivered to the corporation by delivery to its principal office
729	in this state, its principal place of business, the corporate
730	secretary, or another officer or agent of the corporation having
731	custody of the book in which proceedings of meetings of members
732	are recorded. Written consent shall not be effective to take the
733	corporate action referred to in the consent is not effective
734	unless the consent is signed by members having the requisite
735	number of votes necessary to authorize the action within 90 60
736	days after of the date of the earliest dated consent and is
737	delivered in the manner required by this section.
738	(b)  Any written consent may be revoked prior to the date
739	that the corporation receives the required number of consents to
740	authorize the proposed action. A revocation is not effective
741	unless in writing and until received by the corporation at its
742	principal office in this state or its principal place of
743	business, or received by the corporate secretary or other
744	officer or agent of the corporation having custody of the book
745	in which proceedings of meetings of members are recorded.
746	(c)  Within 30 10 days after obtaining such authorization
747	by written consent, notice must be given to those members who
748	are entitled to vote on the action but who have not consented in
749	writing. The notice must fairly summarize the material features
750	of the authorized action.
751	(d)  A consent signed under this section has the effect of
752	a meeting vote and may be described as such in any document.
753	(e)  If the action to which the members consent is such as
754	would have required the filing of articles or a certificate
755	under any other section of this chapter act if such action had
756	been voted on by members at a meeting thereof, the articles or
757	certificate filed under such other section must state that
758	written consent has been given in accordance with the provisions
759	of this section.
760	(f)  Whenever action is taken pursuant to this section, the
761	written consent of the members consenting to such action or the
762	written reports of inspectors appointed to tabulate such
763	consents must be filed with the minutes of member proceedings of
764	members.
765	(6)  Subsections (1) and (3) do not apply to any
766	corporation that is an association as defined in s. 720.301; a
767	corporation regulated by chapter 718, chapter 719, chapter 720,
768	chapter 721, or chapter 723; or a corporation when membership in
769	such corporation is required pursuant to a document recorded in
770	the county property records.
771	Section 19.  Section 617.0721, Florida Statutes, is amended
772	to read:
773	617.0721  Voting by members.--
774	(1)  Members are not entitled to vote except as conferred
775	by the articles of incorporation or the bylaws.
776	(2)  A member who is entitled to vote may vote in person
777	or, unless the articles of incorporation or the bylaws otherwise
778	provide, may vote by proxy executed in writing by the member or
779	by his or her duly authorized attorney in fact. An appointment
780	of a proxy is not valid after 11 months following the date of
781	its execution unless otherwise provided in the proxy.
782	(a)  If directors or officers are to be elected by members,
783	the bylaws may provide that such elections may be conducted by
784	mail.
785	(b)  A corporation may reject a vote, consent, waiver, or
786	proxy appointment if the secretary or other officer or agent
787	authorized to tabulate votes, acting in good faith, has a
788	reasonable basis for doubting the validity of the signature on
789	it or the signatory's authority to sign for the member.
790	(3)  If authorized by the board of directors, and subject
791	to such guidelines and procedures as the board of directors may
792	adopt, members and proxy holders who are not physically present
793	at a meeting may, by means of remote communication:
794	(a)  Participate in the meeting.
795	(b)  Be deemed to be present in person and vote at the
796	meeting if:
797	1.  The corporation implements reasonable means to verify
798	that each person deemed present and authorized to vote by means
799	of remote communication is a member or proxy holder; and
800	2.  The corporation implements reasonable measures to
801	provide such members or proxy holders with a reasonable
802	opportunity to participate in the meeting and to vote on matters
803	submitted to the members, including an opportunity to
804	communicate and to read or hear the proceedings of the meeting
805	substantially concurrent with the proceedings.
806
807	If any member or proxy holder votes or takes other action by
808	means of remote communication, a record of that member's
809	participation in the meeting must be maintained by the
810	corporation in accordance with s. 617.1601.
811	(4)(3)  If any corporation, whether for profit or not for
812	profit, is a member of a corporation organized under this
813	chapter act, the chair of the board, president, any vice
814	president, the secretary, or the treasurer of the member
815	corporation, and any such officer or cashier or trust officer of
816	a banking or trust corporation holding such membership, and any
817	like officer of a foreign corporation whether for profit or not
818	for profit, holding membership in a domestic corporation, shall
819	be deemed by the corporation in which membership is held to have
820	the authority to vote on behalf of the member corporation and to
821	execute proxies and written waivers and consents in relation
822	thereto, unless, before a vote is taken or a waiver or consent
823	is acted upon, it appears pursuant to is made to appear by a
824	certified copy of the bylaws or resolution of the board of
825	directors or executive committee of the member corporation that
826	such authority does not exist or is vested in some other officer
827	or person. In the absence of such certification, a person
828	executing any such proxies, waivers, or consents or presenting
829	himself or herself at a meeting as one of such officers of a
830	corporate member shall be, for the purposes of this section,
831	conclusively deemed to be duly elected, qualified, and acting as
832	such officer and to be fully authorized. In the case of
833	conflicting representation, the corporate member shall be deemed
834	to be represented by its senior officer, in the order first
835	stated in this subsection.
836	(5)(4)  The articles of incorporation or the bylaws may
837	provide that, in all elections for directors, every member
838	entitled to vote has the right to cumulate his or her votes and
839	to give one candidate a number of votes equal to the number of
840	votes he or she could give if one director were being elected
841	multiplied by the number of directors to be elected or to
842	distribute such votes on the same principles among any number of
843	such candidates. A corporation may not have cumulative voting
844	unless such voting is expressly authorized in the articles of
845	incorporation.
846	(6)(5)  If a corporation has no members or its members do
847	not have the right to vote, the directors shall have the sole
848	voting power.
849	(7)(6)  Subsections (1), (2), (5) (4), and (6) (5) do not
850	apply to a corporation that is an association as defined in s.
851	720.301.
852	Section 20.  Section 617.0725, Florida Statutes, is amended
853	to read:
854	617.0725  Quorum.--An amendment to the articles of
855	incorporation or the bylaws which adds, that changes, or deletes
856	a greater or lesser quorum or voting requirement must meet the
857	same quorum or voting requirement and be adopted by the same
858	vote and voting groups required to take action under the quorum
859	and voting requirements then in effect or proposed to be
860	adopted, whichever is greater prescribed in the provision being
861	amended.
862	Section 21.  Section 617.07401, Florida Statutes, is
863	created to read:
864	617.07401  Members' derivative actions.--
865	(1)  A person may not commence a proceeding in the right of
866	a domestic or foreign corporation unless the person was a member
867	of the corporation when the transaction complained of occurred
868	or unless the person became a member through transfer by
869	operation of law from one who was a member at that time.
870	(2)  A complaint in a proceeding brought in the right of a
871	domestic or foreign corporation must be verified and allege with
872	particularity the demand made to obtain action by the board of
873	directors and that the demand was refused or ignored by the
874	board of directors for at least 90 days after the date of the
875	first demand unless, before the expiration of the 90 days, the
876	person was notified in writing that the corporation rejected the
877	demand, or unless irreparable injury to the corporation would
878	result by waiting for the expiration of the 90-day period. If
879	the corporation commences an investigation of the charges made
880	in the demand or complaint, the court may stay any proceeding
881	until the investigation is completed.
882	(3)  The court may dismiss a derivative proceeding if, on
883	motion by the corporation, the court finds that one of the
884	groups specified in paragraphs (a)-(c) has made a good faith
885	determination after conducting a reasonable investigation upon
886	which its conclusions are based that the maintenance of the
887	derivative suit is not in the best interests of the corporation.
888	The corporation has the burden of proving the independence and
889	good faith of the group making the determination and the
890	reasonableness of the investigation. The determination shall be
891	made by:
892	(a)  A majority vote of independent directors present at a
893	meeting of the board of directors, if the independent directors
894	constitute a quorum;
895	(b)  A majority vote of a committee consisting of two or
896	more independent directors appointed by a majority vote of
897	independent directors present at a meeting of the board of
898	directors, whether or not such independent directors constitute
899	a quorum; or
900	(c)  A panel of one or more independent persons appointed
901	by the court upon motion by the corporation.
902	(4)  A proceeding commenced under this section may not be
903	discontinued or settled without the approval of the court. If
904	the court determines that a proposed discontinuance or
905	settlement substantially affects the interest of the members of
906	the corporation, or a class, series, or voting group of members,
907	the court shall direct that notice be given to the members
908	affected. The court may determine which party or parties to the
909	proceeding shall bear the expense of giving the notice.
910	(5)  Upon termination of the proceeding, the court may
911	require the plaintiff to pay any defendant's reasonable
912	expenses, including reasonable attorney's fees, incurred in
913	defending the proceeding if it finds that the proceeding was
914	commenced without reasonable cause.
915	(6)  The court may award reasonable expenses for
916	maintaining the proceeding, including reasonable attorney's
917	fees, to a successful plaintiff or to the person commencing the
918	proceeding who receives any relief, whether by judgment,
919	compromise, or settlement, and may require that the person
920	account for the remainder of any proceeds to the corporation;
921	however, this subsection does not apply to any relief rendered
922	for the benefit of injured members only and is limited to a
923	recovery of the loss or damage of the injured members.
924	Section 22.  Section 617.0801, Florida Statutes, is amended
925	to read:
926	617.0801  Requirement for and Duties of board of
927	directors.--All corporate powers must be exercised by or under
928	the authority of, and the affairs of the corporation managed
929	under the direction of, its board of directors, subject to any
930	limitation set forth in the articles of incorporation.
931	Section 23.  Subsection (1) of section 617.0802, Florida
932	Statutes, is amended to read:
933	617.0802  Qualifications of directors.--
934	(1)  Directors must be natural persons who are 18 years of
935	age or older but need not be residents of this state or members
936	of the corporation unless the articles of incorporation or
937	bylaws so require. For a corporation organized according to the
938	provisions of s. 501(c)(3) of the Internal Revenue Code of 1986,
939	as amended, other than a corporation regulated by chapter 718,
940	chapter 719, chapter 720, chapter 721, or chapter 723 or a
941	corporation for which membership is required pursuant to a
942	document recorded in the county property records, one director
943	may be 15 years of age or older if so permitted in the articles
944	of incorporation or bylaws or by resolution of the board of
945	directors. The articles of incorporation or the bylaws may
946	prescribe additional qualifications for directors.
947	Section 24.  Section 617.0806, Florida Statutes, is amended
948	to read:
949	617.0806  Staggered terms for directors.--The articles of
950	incorporation or bylaws may provide that directors may be
951	divided into classes and the terms of office of the several
952	classes need not be uniform. Each director shall hold office for
953	the term to which he or she is elected or appointed and until
954	his or her successor has been elected or appointed and qualified
955	or until his or her earlier resignation, removal from office, or
956	death.
957	Section 25.  Section 617.0808, Florida Statutes, is amended
958	to read:
959	617.0808  Removal of directors.--
960	(1)  Subject to subsection (2), a director may be removed
961	from office pursuant to procedures provided in the articles of
962	incorporation or the bylaws, which shall provide the following,
963	and if they do not do so, shall be deemed to include the
964	following:
965	(a)(1)  Any member of the board of directors may be removed
966	from office with or without cause by:
967	1.  Except as provided in paragraph (i), a majority of all
968	votes of the directors then in office, if the director was
969	elected or appointed by the directors; or
970	2.  A majority of all votes of the members, if the director
971	was elected or appointed by the members.
972	(b)  If a director is elected by a class, chapter, or other
973	organizational unit, or by region or other geographic grouping,
974	the director may be removed only by the members of that class,
975	chapter, unit, or grouping. However:
976	1.  A director may be removed only if the number of votes
977	cast to remove the director would be sufficient to elect the
978	director at a meeting to elect directors, except as provided in
979	subparagraphs 2. and 3.
980	2.  If cumulative voting is authorized, a director may not
981	be removed if the number of votes sufficient to elect the
982	director under cumulative voting is voted against the removal of
983	the director.
984	3.  If at the beginning of the term of a director the
985	articles of incorporation or bylaws provide that the director
986	may be removed for missing a specified number of board meetings,
987	the board may remove the director for failing to attend the
988	specified number of meetings. The director may be removed only
989	if a majority of the directors then in office vote for the
990	removal the vote or agreement in writing by a majority of all
991	votes of the membership.
992	(c)(2)  The notice of a meeting of the members to recall a
993	member or members of the board of directors shall state the
994	specific directors sought to be removed.
995	(d)(3)  A proposed removal of a director at a meeting shall
996	require a separate vote for each director whose removal is board
997	member sought to be removed. Where removal is sought by written
998	consent agreement, a separate consent agreement is required for
999	each director board member to be removed.
1000	(e)(4)  If removal is effected at a meeting, any vacancies
1001	created thereby shall be filled by the members or directors
1002	eligible to vote for the removal at the same meeting.
1003	(f)(5)  Any director who is removed from the board is shall
1004	not be eligible to stand for reelection until the next annual
1005	meeting at which directors are elected of the members.
1006	(g)(6)  Any director removed from office shall turn over to
1007	the board of directors within 72 hours any and all records of
1008	the corporation in his or her possession.
1009	(h)(7)  If a director who is removed does shall not
1010	relinquish his or her office or turn over records as required
1011	under this section, the circuit court in the county where the
1012	corporation's principal office is located may summarily order
1013	the director to relinquish his or her office and turn over
1014	corporate records upon application of any member.
1015	(i)  A director elected or appointed by the board may be
1016	removed without cause by a vote of two-thirds of the directors
1017	then in office or such greater number as is set forth in the
1018	articles of incorporation or bylaws.
1019	(2)  A director of a corporation described in s. 501(c) of
1020	the Internal Revenue Code may be removed from office pursuant to
1021	procedures provided in the articles of incorporation or the
1022	bylaws, and the corporation may provide in the articles of
1023	incorporation or the bylaws that it is subject to the provisions
1024	of subsection (1).
1025	Section 26.  Section 617.0809, Florida Statutes, is amended
1026	to read:
1027	617.0809  Board vacancy on board.--
1028	(1)  Except as provided in s. 617.0808(1)(f), any vacancy
1029	occurring on the board of directors may be filled by the
1030	affirmative vote of the majority of the remaining directors,
1031	even though the remaining directors constitute less than a
1032	quorum, or by the sole remaining director, as the case may be,
1033	or, if the vacancy is not so filled or if no director remains,
1034	by the members or, on the application of any person, by the
1035	circuit court of the county where the registered office of the
1036	corporation is located.
1037	(2)  Whenever a vacancy occurs with respect to a director
1038	elected by a class, chapter, unit, or group, the vacancy may be
1039	filled only by members of that class, chapter, unit, or group,
1040	or by a majority of the directors then in office elected by such
1041	class, chapter, unit, or group.
1042	(3)(2)  The term of a director elected or appointed to fill
1043	a vacancy expires at the next annual meeting at which directors
1044	are elected shall be elected or appointed for the unexpired term
1045	of his or her predecessor in office. Any directorship to be
1046	filled by reason of an increase in the number of directors may
1047	be filled by the board of directors, but only for a term of
1048	office continuing until the next election of directors by the
1049	members or, if the corporation has no members or no members
1050	having the right to vote thereon, for such term of office as is
1051	provided in the articles of incorporation or the bylaws.
1052	(4)(3)  A vacancy that will occur at a specific later date,
1053	by reason of a resignation effective at a later date under s.
1054	617.0807 or otherwise, may be filled before the vacancy occurs.
1055	However, the new director may not take office until the vacancy
1056	occurs.
1057	Section 27.  Subsection (1) of section 617.0824, Florida
1058	Statutes, is amended to read:
1059	617.0824  Quorum and voting.--
1060	(1)  Unless the articles of incorporation or the bylaws
1061	require a different number, a quorum of a board of directors
1062	consists of a majority of the number of directors prescribed by
1063	the articles of incorporation or the bylaws. Directors younger
1064	than 18 years of age may not be counted toward a quorum.
1065	Section 28.  Present subsection (2) of section 617.0832,
1066	Florida Statutes, is renumbered as subsection (3) and amended,
1067	and a new subsection (2) is added to that section, to read:
1068	617.0832  Director conflicts of interest.--
1069	(2)  For purposes of paragraph (1)(a) only, a conflict-of-
1070	interest transaction is authorized, approved, or ratified if it
1071	receives the affirmative vote of a majority of the directors on
1072	the board of directors, or on the committee, who have no
1073	relationship or interest in the transaction described in
1074	subsection (1), but a transaction may not be authorized,
1075	approved, or ratified under this section by a single director.
1076	If a majority of the directors who have no relationship or
1077	interest in the transaction vote to authorize, approve, or
1078	ratify the transaction, a quorum is present for the purpose of
1079	taking action under this section. The presence of, or a vote
1080	cast by, a director having a relationship or interest in the
1081	transaction does not affect the validity of any action taken
1082	under paragraph (1)(a) if the transaction is otherwise
1083	authorized, approved, or ratified as provided in subsection (1),
1084	but such presence or vote of such a director may be counted for
1085	purposes of determining whether the transaction is approved
1086	under other sections of this chapter.
1087	(3)(2)  For purposes of paragraph (1)(b), a conflict-of-
1088	interest transaction is authorized, approved, or ratified if it
1089	receives the vote of a majority in interest of the members
1090	entitled to vote under this subsection. A director who has a
1091	relationship or interest in the transaction described in
1092	subsection (1) may not vote to determine whether to authorize,
1093	approve, or ratify a conflict-of-interest transaction under
1094	paragraph (1)(b). However, the vote of that director is counted
1095	in determining whether the transaction is approved under other
1096	sections of this chapter. A majority in interest of the members
1097	entitled to vote on the transaction under this subsection
1098	constitutes a quorum for the purpose of taking action under this
1099	section. As used in this subsection, the term "majority in
1100	interest" refers to a majority of the voting shares or other
1101	voting units allotted to the members. Common or interested
1102	directors may be counted in determining the presence of a quorum
1103	at a meeting of the board of directors or a committee thereof
1104	which authorizes, approves, or ratifies such contract or
1105	transaction.
1106	Section 29.  Section 617.0833, Florida Statutes, is amended
1107	to read:
1108	617.0833  Loans to directors or officers.--Loans, other
1109	than through the purchase of bonds, debentures, or similar
1110	obligations of the type customarily sold in public offerings, or
1111	through ordinary deposit of funds in a bank, may not be made by
1112	a corporation to its directors or officers, or to any other
1113	corporation, firm, association, or other entity in which one or
1114	more of its directors or officers is a director or officer or
1115	holds a substantial financial interest, except a loan by one
1116	corporation which is exempt from federal income taxation under
1117	s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
1118	to another corporation which is exempt from federal income
1119	taxation under s. 501(c)(3) of the Internal Revenue Code of
1120	1986, as amended. A loan made in violation of this section is a
1121	violation of the duty to the corporation of the directors or
1122	officers authorizing it or participating in it, but the
1123	obligation of the borrower with respect to the loan is shall not
1124	be affected thereby.
1125	Section 30.  Subsection (1) of section 617.0834, Florida
1126	Statutes, is amended to read:
1127	617.0834  Officers and directors of certain corporations
1128	and associations not for profit; immunity from civil
1129	liability.--
1130	(1)  An officer or director of a nonprofit organization
1131	recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
1132	the Internal Revenue Code of 1986, as amended, or of an
1133	agricultural or a horticultural organization recognized under s.
1134	501(c)(5), of the Internal Revenue Code of 1986, as amended, is
1135	not personally liable for monetary damages to any person for any
1136	statement, vote, decision, or failure to take an action,
1137	regarding organizational management or policy by an officer or
1138	director, unless:
1139	(a)  The officer or director breached or failed to perform
1140	his or her duties as an officer or director; and
1141	(b)  The officer's or director's breach of, or failure to
1142	perform, his or her duties constitutes:
1143	1.  A violation of the criminal law, unless the officer or
1144	director had reasonable cause to believe his or her conduct was
1145	lawful or had no reasonable cause to believe his or her conduct
1146	was unlawful.  A judgment or other final adjudication against an
1147	officer or director in any criminal proceeding for violation of
1148	the criminal law estops that officer or director from contesting
1149	the fact that his or her breach, or failure to perform,
1150	constitutes a violation of the criminal law, but does not estop
1151	the officer or director from establishing that he or she had
1152	reasonable cause to believe that his or her conduct was lawful
1153	or had no reasonable cause to believe that his or her conduct
1154	was unlawful;
1155	2.  A transaction from which the officer or director
1156	derived an improper personal benefit, either directly or
1157	indirectly; or
1158	3.  Recklessness or an act or omission that which was
1159	committed in bad faith or with malicious purpose or in a manner
1160	exhibiting wanton and willful disregard of human rights, safety,
1161	or property.
1162	Section 31.  Subsections (2) and (3) of section 617.1007,
1163	Florida Statutes, are amended to read:
1164	617.1007  Restated articles of incorporation.--
1165	(2)  The restatement may include one or more amendments to
1166	the articles of incorporation. If the restatement includes an
1167	amendment requiring member approval, it must be adopted as
1168	provided in s. 617.1002.
1169	(3)  A corporation restating its articles of incorporation
1170	shall deliver to the department of State for filing articles of
1171	restatement, executed in accordance with the provisions of s.
1172	617.01201, setting forth the name of the corporation and the
1173	text of the restated articles of incorporation together with a
1174	certificate setting forth:
1175	(a)  Whether the restatement contains an amendment to the
1176	articles of incorporation requiring member approval and, if it
1177	does not, that the board of directors adopted the restatement;
1178	or
1179	(b)  If the restatement contains an amendment to the
1180	articles of incorporation requiring member approval, the
1181	information required by s. 617.1006.
1182	Section 32.  Subsection (2) of section 617.1101, Florida
1183	Statutes, is amended, and subsection (3) is added to that
1184	section, to read:
1185	617.1101  Plan of merger.--
1186	(2)  Each corporation must adopt a plan of merger setting
1187	forth:
1188	(a)  The names of the corporations proposing to merge and
1189	the name of the surviving corporation into which each other
1190	corporation plans to merge, which is hereinafter designated as
1191	the surviving corporation;
1192	(b)  The terms and conditions of the proposed merger;
1193	(c)  A statement of any changes in the articles of
1194	incorporation of the surviving corporation to be effected by
1195	such merger; and
1196	(d)  The manner and basis, if any, of converting the
1197	memberships of each merging corporation into memberships,
1198	obligations, or securities of the surviving corporation or any
1199	other corporation or, in whole or in part, into cash or other
1200	property. Such other provisions with respect to the proposed
1201	merger as are deemed necessary or desirable.
1202	(3)  The plan of merger may set forth:
1203	(a)  Amendments to, or a restatement of, the articles of
1204	incorporation of the surviving corporation;
1205	(b)  The effective date of the merger, which may be on or
1206	after the date of filing the articles of incorporation or
1207	merger; or
1208	(c)  Other provisions relating to the merger.
1209	Section 33.  Section 617.1102, Florida Statutes, is created
1210	to read:
1211	617.1102  Limitation on merger.--A corporation not for
1212	profit organized under this chapter may merge with one or more
1213	other business entities, as identified in s. 607.1108(1), only
1214	if the surviving entity of such merger is a corporation not for
1215	profit or other business entity that has been organized as a
1216	not-for-profit entity under a governing statute or other
1217	applicable law that allows such a merger.
1218	Section 34.  Section 617.1301, Florida Statutes, is created
1219	to read:
1220	617.1301  Prohibited distributions.--Except as authorized
1221	in ss. 617.0505 and 617.1302, a corporation may not make any
1222	distributions to its members.
1223	Section 35.  Section 617.1302, Florida Statutes, is created
1224	to read:
1225	617.1302  Authorized distributions.--
1226	(1)  A mutual benefit corporation may purchase its
1227	memberships pursuant to s. 617.0608 only if, after the purchase
1228	is completed:
1229	(a)  The mutual benefit corporation is able to pay its
1230	debts as they become due in the usual course of its activities;
1231	and
1232	(b)  The total assets of the mutual benefit corporation at
1233	least equal the sum of its total liabilities.
1234	(2)  A corporation may make distributions upon dissolution
1235	in conformity with the dissolution provisions of this chapter.
1236	Section 36.  Subsection (4) of section 617.1405, Florida
1237	Statutes, is amended to read:
1238	617.1405  Effect of dissolution.--
1239	(4)  The name of a dissolved corporation is shall not be
1240	available for assumption or use by another corporation until
1241	after 120 days after the effective date of dissolution unless
1242	the dissolved corporation provides the department with an
1243	affidavit, executed pursuant to s. 617.01201, authorizing the
1244	immediate assumption or use of the name by another corporation.
1245	Section 37.  Section 617.1407, Florida Statutes, is created
1246	to read:
1247	617.1407  Unknown claims against dissolved corporation.--
1248	(1)  A dissolved corporation or successor entity may
1249	execute one of the following procedures to resolve payment of
1250	unknown claims:
1251	(a)  A dissolved corporation or successor entity may file
1252	notice of its dissolution with the department on the form
1253	prescribed by the department and request that persons having
1254	claims against the corporation which are not known to the
1255	corporation or successor entity present them in accordance with
1256	the notice. The notice must:
1257	1.  State the name of the corporation and the date of
1258	dissolution;
1259	2.  Describe the information that must be included in a
1260	claim and provide a mailing address to which the claim may be
1261	sent; and
1262	3.  State that a claim against the corporation under this
1263	subsection is barred unless a proceeding to enforce the claim is
1264	commenced within 4 years after the filing of the notice.
1265	(b)  A dissolved corporation or successor entity may,
1266	within 10 days after filing articles of dissolution with the
1267	department, publish a "Notice of Corporate Dissolution." The
1268	notice must appear once a week for 2 consecutive weeks in a
1269	newspaper of general circulation in the county in the state in
1270	which the corporation has its principal office, if any, or, if
1271	none, in a county in the state in which the corporation owns
1272	real or personal property. Such newspaper shall meet the
1273	requirements as are prescribed by law for such purposes. The
1274	notice must:
1275	1.  State the name of the corporation and the date of
1276	dissolution;
1277	2.  Describe the information that must be included in a
1278	claim and provide a mailing address to which the claim may be
1279	sent; and
1280	3.  State that a claim against the corporation under this
1281	subsection is barred unless a proceeding to enforce the claim is
1282	commenced within 4 years after the date of the second
1283	consecutive weekly publication of the notice.
1284	(2)  If the dissolved corporation or successor entity
1285	complies with paragraph (1)(a) or paragraph (1)(b), the claim of
1286	each of the following claimants is barred unless the claimant
1287	commences a proceeding to enforce the claim against the
1288	dissolved corporation within 4 years after the date of filing
1289	the notice with the department or the date of the second
1290	consecutive weekly publication, as applicable:
1291	(a)  A claimant who did not receive written notice under s.
1292	617.1408(9), or whose claim is not provided for under s.
1293	617.1408(10), regardless of whether such claim is based on an
1294	event occurring before or after the effective date of
1295	dissolution.
1296	(b)  A claimant whose claim was timely sent to the
1297	dissolved corporation but on which no action was taken.
1298	(3)  A claim may be entered under this section:
1299	(a)  Against the dissolved corporation, to the extent of
1300	its undistributed assets; or
1301	(b)  If the assets have been distributed in liquidation,
1302	against a member of the dissolved corporation to the extent of
1303	such member's pro rata share of the claim or the corporate
1304	assets distributed to such member in liquidation, whichever is
1305	less; however, the aggregate liability of any member of a
1306	dissolved corporation may not exceed the amount distributed to
1307	the member in dissolution.
1308	Section 38.  Section 617.1408, Florida Statutes, is created
1309	to read:
1310	617.1408  Known claims against dissolved corporation.--
1311	(1)  A dissolved corporation or successor entity may
1312	dispose of the known claims against it by following the
1313	procedures described in subsections (2), (3), and (4).
1314	(2)  The dissolved corporation or successor entity shall
1315	deliver to each of its known claimants written notice of the
1316	dissolution at any time after its effective date. The written
1317	notice must:
1318	(a)  Provide a reasonable description of the claim that the
1319	claimant may be entitled to assert;
1320	(b)  State whether the claim is admitted or not admitted,
1321	in whole or in part, and, if admitted:
1322	1.  The amount that is admitted, which may be as of a given
1323	date; and
1324	2.  Any interest obligation if fixed by an instrument of
1325	indebtedness;
1326	(c)  Provide a mailing address where a claim may be sent;
1327	(d)  State the deadline, which must be at least 120 days
1328	after the effective date of the written notice, by which
1329	confirmation of the claim must be delivered to the dissolved
1330	corporation or successor entity; and
1331	(e)  State that the corporation or successor entity may
1332	make distributions thereafter to other claimants and the members
1333	of the corporation or persons interested as having been such
1334	without further notice.
1335	(3)  A dissolved corporation or successor entity may
1336	reject, in whole or in part, any claim made by a claimant
1337	pursuant to this section by mailing notice of such rejection to
1338	the claimant within 90 days after receipt of such claim and, in
1339	all events, at least 150 days before expiration of 3 years after
1340	the effective date of dissolution. The notice must be
1341	accompanied by a copy of this section.
1342	(4)  A dissolved corporation or successor entity electing
1343	to follow the procedures described in subsections (2) and (3)
1344	must also give notice of dissolution to persons having known
1345	claims that are contingent upon the occurrence or nonoccurrence
1346	of future events, or are otherwise conditional or unmatured, and
1347	request that such persons present such claims in accordance with
1348	the terms of the notice. The notice must be in substantially the
1349	same form, and sent in the same manner, as described in
1350	subsection (2).
1351	(5)  A dissolved corporation or successor entity shall
1352	offer any claimant whose known claim is contingent, conditional,
1353	or unmatured such security as the corporation or entity
1354	determines is sufficient to provide compensation to the claimant
1355	if the claim matures. The dissolved corporation or successor
1356	entity shall deliver such offer to the claimant within 90 days
1357	after receipt of such claim and, in all events, at least 150
1358	days before expiration of 3 years after the effective date of
1359	dissolution. If the claimant offered such security does not
1360	deliver in writing to the dissolved corporation or successor
1361	entity a notice rejecting the offer within 120 days after
1362	receipt of such offer, the claimant is deemed to have accepted
1363	such security as the sole source from which to satisfy his or
1364	her claim against the corporation.
1365	(6)  A dissolved corporation or successor entity that has
1366	given notice in accordance with subsections (2) and (4) shall
1367	petition the circuit court in the county where the corporation's
1368	principal office is located or was located on the effective date
1369	of dissolution to determine the amount and form of security
1370	which is sufficient to provide compensation to a claimant who
1371	has rejected the offer for security made pursuant to subsection
1372	(5).
1373	(7)  A dissolved corporation or successor entity that has
1374	given notice in accordance with subsection (2) shall petition
1375	the circuit court in the county where the corporation's
1376	principal office is located or was located on the effective date
1377	of dissolution to determine the amount and form of security
1378	which is sufficient to provide compensation to claimants whose
1379	claims are known to the corporation or successor entity but
1380	whose identities are unknown. The court shall appoint a guardian
1381	ad litem to represent all claimants whose identities are unknown
1382	in any proceeding brought under this subsection. The reasonable
1383	fees and expenses of such guardian, including all reasonable
1384	expert witness fees, shall be paid by the petitioner in such
1385	proceeding.
1386	(8)  The giving of any notice or making of any offer
1387	pursuant to this section does not revive any claim then barred,
1388	does not constitute acknowledgment by the dissolved corporation
1389	or successor entity that any person to whom such notice is sent
1390	is a proper claimant, and does not operate as a waiver of any
1391	defense or counterclaim in respect of any claim asserted by any
1392	person to whom such notice is sent.
1393	(9)  A dissolved corporation or successor entity that has
1394	followed the procedures described in subsections (2)-(7) shall:
1395	(a)  Pay the claims admitted or made and not rejected in
1396	accordance with subsection (3);
1397	(b)  Post the security offered and not rejected pursuant to
1398	subsection (5);
1399	(c)  Post any security ordered by the circuit court in any
1400	proceeding under subsections (6) and (7); and
1401	(d)  Pay or make provision for all other known obligations
1402	of the corporation or the successor entity. Such claims or
1403	obligations shall be paid in full, and any provision for
1404	payments shall be made in full if there are sufficient funds. If
1405	there are insufficient funds, the claims and obligations shall
1406	be paid or provided for according to their priority and, among
1407	claims of equal priority, ratably to the extent of funds legally
1408	available for payment. Any remaining funds shall be distributed
1409	in accordance with s. 617.1406; however, such distribution may
1410	not be made until 150 days after the date of the last notice of
1411	rejections given pursuant to subsection (3). In the absence of
1412	actual fraud, the judgment of the directors of the dissolved
1413	corporation or the governing persons of the successor entity as
1414	to the provisions made for the payment of all obligations under
1415	this paragraph is conclusive.
1416	(10)  A dissolved corporation or successor entity that has
1417	not followed the procedures described in subsections (2) and (3)
1418	shall pay or make reasonable provision to pay all known claims
1419	and obligations, including all contingent, conditional, or
1420	unmatured claims known to the corporation or the successor
1421	entity and all claims that are known to the dissolved
1422	corporation or the successor entity but for which the identity
1423	of the claimant is unknown. Such claims shall be paid in full,
1424	and any provision for payment made shall be made in full if
1425	there are sufficient funds. If there are insufficient funds,
1426	such claims and obligations shall be paid or provided for
1427	according to their priority and, among claims of equal priority,
1428	ratably to the extent of funds legally available for payment
1429	thereof. Any remaining funds shall be distributed in accordance
1430	with s. 617.1406.
1431	(11)  Directors of a dissolved corporation or governing
1432	persons of a successor entity that has complied with subsection
1433	(9) or subsection (10) are not personally liable to the
1434	claimants of the dissolved corporation.
1435	(12)  A member of a dissolved corporation the assets of
1436	which were distributed pursuant to subsection (9) or subsection
1437	(10) is not liable for any claim against the corporation greater
1438	than the member's pro rata share of the claim or the amount
1439	distributed to the member, whichever is less.
1440	(13)  A member of a dissolved corporation, the assets of
1441	which were distributed pursuant to subsection (9), is not liable
1442	for any claim against the corporation which is known to the
1443	corporation or successor entity and on which a proceeding is
1444	begun after the expiration of 3 years after the effective date
1445	of dissolution.
1446	(14)  The aggregate liability of any member of a dissolved
1447	corporation for claims against the dissolved corporation may not
1448	be greater than the amount distributed to the member in
1449	dissolution.
1450	Section 39.  Subsection (6) of section 617.1421, Florida
1451	Statutes, is repealed.
1452	Section 40.  Section 617.1422, Florida Statutes, is amended
1453	to read:
1454	617.1422  Reinstatement following administrative
1455	dissolution.--
1456	(1)(a)  A corporation administratively dissolved under s.
1457	617.1421 may apply to the department of State for reinstatement
1458	at any time after the effective date of dissolution. The
1459	corporation must submit a reinstatement form prescribed and
1460	furnished by the department or a current uniform business report
1461	signed by a registered agent and an officer or director and
1462	submit application must:
1463	1.  Recite the name of the corporation and the effective
1464	date of its administrative dissolution;
1465	2.  State that the ground or grounds for dissolution either
1466	did not exist or have been eliminated and that no further
1467	grounds currently exist for dissolution;
1468	3.  State that the corporation's name satisfies the
1469	requirements of s. 617.0401; and
1470	4.  State that all fees owed by the corporation and
1471	computed at the rate provided by law at the time the corporation
1472	applies for reinstatement. have been paid; or
1473	(b)  Submit a current annual report, signed by the
1474	registered agent and an officer or director, which substantially
1475	complies with the requirements of paragraph (a).
1476	(2)  If the department of State determines that the
1477	application contains the information required by subsection (1)
1478	and that the information is correct, it shall file the document,
1479	cancel the certificate of dissolution, and reinstate the
1480	corporation effective on the date which the reinstatement
1481	document is filed.
1482	(3)  When the reinstatement is effective, it relates back
1483	to and takes effect as of the effective date of the
1484	administrative dissolution and the corporation resumes carrying
1485	on its business affairs as if the administrative dissolution had
1486	never occurred.
1487	(4)  The name of the dissolved corporation is not available
1488	for assumption or use by another corporation until 1 year after
1489	the effective date of dissolution unless the dissolved
1490	corporation provides the department with an affidavit executed
1491	pursuant to s. 617.01201 authorizing the immediate assumption or
1492	use of the name by another corporation.
1493	(5)(4)  If the name of the dissolved corporation has been
1494	lawfully assumed in this state by another corporation, the
1495	department of State shall require the dissolved corporation to
1496	amend its articles of incorporation to change its name before
1497	accepting its application for reinstatement.
1498	Section 41.  Subsection (2) of section 617.1430, Florida
1499	Statutes, is amended to read:
1500	617.1430  Grounds for judicial dissolution.--A circuit
1501	court may dissolve a corporation:
1502	(2)  In a proceeding brought by at least 50 members or
1503	members holding at least 10 percent of the voting power,
1504	whichever is less, or by a member or group or percentage of
1505	members as otherwise provided in the articles of incorporation
1506	or bylaws, or by a director or any person authorized in the
1507	articles of incorporation, by a member if it is established
1508	that:
1509	(a)  The directors are deadlocked in the management of the
1510	corporate affairs, the members are unable to break the deadlock,
1511	and irreparable injury to the corporation is threatened or being
1512	suffered;
1513	(b)  The members are deadlocked in voting power and have
1514	failed to elect successors to directors whose terms have expired
1515	or would have expired upon qualification of their successors; or
1516	(c)  The corporate assets are being misapplied or wasted.
1517	Section 42.  Subsection (2) of section 617.1503, Florida
1518	Statutes, is amended to read:
1519	617.1503  Application for certificate of authority.--
1520	(2)  The foreign corporation shall deliver with the
1521	completed application a certificate of existence, (or a document
1522	of similar import,) duly authenticated, within not more than 90
1523	days prior to delivery of the application to the department of
1524	State, by the Secretary of State or other official having
1525	custody of corporate records in the jurisdiction under the law
1526	of which it is incorporated. A translation of the certificate,
1527	under oath of the translator, must be attached to a certificate
1528	that which is in a language other than the English language.
1529	Section 43.  Subsection (2) of section 617.1504, Florida
1530	Statutes, is amended to read:
1531	617.1504  Amended certificate of authority.--
1532	(2)  Such application shall be made within 90 30 days after
1533	the occurrence of any change mentioned in subsection (1), shall
1534	be made on forms prescribed by the department of State, shall be
1535	executed and filed in the same manner as an original application
1536	for authority, and shall set forth:
1537	(a)  The name of the foreign corporation as it appears on
1538	the department's records of the Department of State;
1539	(b)  The jurisdiction of its incorporation;
1540	(c)  The date it was authorized to conduct its affairs in
1541	this state;
1542	(d)  If the name of the foreign corporation has been
1543	changed, the name relinquished, the new name, a statement that
1544	the change of name has been effected under the laws of the
1545	jurisdiction of its incorporation, and the date the change was
1546	effected;
1547	(e)  If the period of duration has been changed, a
1548	statement of such change and the date the change was effected;
1549	(f)  If the jurisdiction of incorporation has been changed,
1550	a statement of such change and the date the change was effected;
1551	and
1552	(g)  If the purpose or purposes that which the corporation
1553	intends to pursue in this state have been changed, a statement
1554	of such new purpose or purposes, and a further statement that
1555	the corporation is authorized to pursue such purpose or purposes
1556	in the jurisdiction of its incorporation.
1557	Section 44.  Section 617.1506, Florida Statutes, is amended
1558	to read:
1559	617.1506  Corporate name of foreign corporation.--
1560	(1)  A foreign corporation may is not entitled to file an
1561	application for a certificate of authority unless the corporate
1562	name of such corporation satisfies the requirements of s.
1563	617.0401. To obtain or maintain a certificate of authority to
1564	transact business in this state, the foreign corporation:
1565	(a)  May add the word "corporation" or "incorporated" or
1566	the abbreviation "corp." or "inc." or words of like import,
1567	which as will clearly indicate that it is a corporation instead
1568	of a natural person or partnership or other business entity;
1569	however, to its corporate name for use in this state, provided,
1570	the name of a foreign corporation may not contain the word
1571	"company" or the abbreviation "co."; or
1572	(b)  May use an alternate name to transact business in this
1573	state if its real name is unavailable. Any alternate corporate
1574	name adopted for use in this state must be cross-referenced to
1575	the real corporate name in the records of the Division of
1576	Corporations. If the real corporate name of the corporation
1577	becomes available in this state or if the corporation chooses to
1578	change its alternate name and it delivers to the Department of
1579	State, for filing, a copy of the resolution of its board of
1580	directors, changing or withdrawing the alternate name and
1581	executed as required by s. 617.01201, must be delivered for
1582	filing adopting an alternate name.
1583	(2)  The corporate name, including the alternate name, of a
1584	foreign corporation must be distinguishable, within the records
1585	of the Division of Corporations, from:
1586	(a)  Any corporate name of a corporation for profit
1587	incorporated or authorized to transact business in this state.
1588	(b)(a)  The alternate name of another foreign corporation
1589	authorized to transact business in this state.
1590	(c)(b)  The corporate name of a not-for-profit corporation
1591	incorporated or authorized to transact business in this state.
1592	(d)(c)  The names of all other entities or filings, except
1593	fictitious name registrations pursuant to s. 865.09, organized,
1594	or registered under the laws of this state, that are on file
1595	with the Division of Corporations.
1596	(3)  If a foreign corporation authorized to transact
1597	business in this state changes its corporate name to one that
1598	does not satisfy the requirements of s. 617.0401 s. 607.0401,
1599	such corporation may not transact business in this state under
1600	the changed name until the corporation adopts a name satisfying
1601	the requirements of s. 617.0401 s. 607.0401.
1602	(4)  The corporate name must be distinguishable from the
1603	names of all other entities or filings, organized, registered,
1604	or reserved under the laws of the state that are on file with
1605	the Division of Corporations, except fictitious name
1606	registrations pursuant to s. 865.09.
1607	Section 45.  Subsection (6) of section 617.1530, Florida
1608	Statutes, is amended to read:
1609	617.1530  Grounds for revocation of authority to conduct
1610	affairs.--The department of State may commence a proceeding
1611	under s. 617.1531 to revoke the certificate of authority of a
1612	foreign corporation authorized to conduct its affairs in this
1613	state if:
1614	(6)  The department of State receives a duly authenticated
1615	certificate from the secretary of state or other official having
1616	custody of corporate records in the jurisdiction under the law
1617	of which the foreign corporation is incorporated stating that it
1618	has been dissolved or disappeared as the result of a merger.
1619	Section 46.  Paragraph (a) of subsection (5) of section
1620	617.1601, Florida Statutes, is amended to read:
1621	617.1601  Corporate records.--
1622	(5)  A corporation shall keep a copy of the following
1623	records:
1624	(a)  Its articles of incorporation or restated articles of
1625	incorporation and all amendments to them currently in effect.
1626	Section 47.  Subsections (1), (2), and (4) of section
1627	617.1602, Florida Statutes, are amended to read:
1628	617.1602  Inspection of records by members.--
1629	(1)  A member of a corporation is entitled to inspect and
1630	copy, during regular business hours at the corporation's
1631	principal office or at a reasonable location specified by the
1632	corporation, any of the records of the corporation described in
1633	s. 617.1601(5), if the member gives the corporation written
1634	notice of his or her demand at least 10 5 business days before
1635	the date on which he or she wishes to inspect and copy.
1636	(2)  A member of a corporation is entitled to inspect and
1637	copy, during regular business hours at a reasonable location
1638	specified by the corporation, any of the following records of
1639	the corporation if the member meets the requirements of
1640	subsection (3) and gives the corporation written notice of his
1641	or her demand at least 10 5 business days before the date on
1642	which he or she wishes to inspect and copy:
1643	(a)  Excerpts from minutes of any meeting of the board of
1644	directors, records of any action of a committee of the board of
1645	directors while acting in place of the board of directors on
1646	behalf of the corporation, minutes of any meeting of the
1647	members, and records of action taken by the members or board of
1648	directors without a meeting, to the extent not subject to
1649	inspection under subsection (1).
1650	(b)  Accounting records of the corporation.
1651	(c)  The record of members.
1652	(d)  Any other books and records.
1653	(4)  This section does not affect:
1654	(a)  The right of a member to inspect and copy records
1655	under s. 617.0730(6), or, if the member is in litigation with
1656	the corporation to inspect and copy records, to the same extent
1657	as any other litigant.
1658	(b)  The power of a court, independently of this chapter
1659	act, to compel the production of corporate records for
1660	examination.
1661	Section 48.  Section 617.1605, Florida Statutes, is amended
1662	to read:
1663	617.1605  Financial reports for members.--A corporation,
1664	upon a member's written demand, shall furnish that member its
1665	latest annual financial statements, which may be consolidated or
1666	combined statements of the corporation and one or more of its
1667	subsidiaries or affiliates, as appropriate, and which include a
1668	balance sheet as of the end of the fiscal year and a statement
1669	of operations for that year. If financial statements are
1670	prepared for the corporation on the basis of generally accepted
1671	accounting principles, the annual financial statements must also
1672	be prepared on such basis. Within 60 days following the end of
1673	the fiscal or calendar year or annually on such date as is
1674	otherwise provided in the bylaws of the corporation, the board
1675	of directors of the corporation shall mail or furnish by
1676	personal delivery to each member a complete financial report of
1677	actual receipts and expenditures for the previous 12 months. The
1678	report shall show the amounts of receipts by accounts and
1679	receipt classifications and shall show the amounts of expenses
1680	by accounts and expense classifications.
1681	Section 49.  Section 617.1703, Florida Statutes, is created
1682	to read:
1683	617.1703  Application of chapter.--In the event of any
1684	conflict between the provisions of this chapter and chapter 718
1685	regarding condominiums, chapter 719 regarding cooperatives,
1686	chapter 720 regarding homeowners' associations, chapter 721
1687	regarding timeshares, or chapter 723 regarding mobile home
1688	owners' associations, the provisions of such other chapters
1689	shall apply. The provisions of ss. 617.0605-617.0608 do not
1690	apply to corporations regulated by any of the foregoing chapters
1691	or to any other corporation where membership in the corporation
1692	is required pursuant to a document recorded in the county
1693	property records.
1694	Section 50.  Subsection (8) is added to section 617.1803,
1695	Florida Statutes, to read:
1696	617.1803  Domestication of foreign not-for-profit
1697	corporations.--
1698	(8)  When a domestication becomes effective:
1699	(a)  The title to all real and personal property, both
1700	tangible and intangible, of the foreign corporation remains in
1701	the domesticated corporation without reversion or impairment;
1702	(b)  The liabilities of the foreign corporation remain the
1703	liabilities of the domesticated corporation;
1704	(c)  An action or proceeding against the foreign
1705	corporation continues against the domesticated corporation as if
1706	the domestication had not occurred;
1707	(d)  The articles of incorporation attached to the
1708	certificate of domestication constitute the articles of
1709	incorporation of the domesticated corporation; and
1710	(e)  Membership interests in the foreign corporation remain
1711	identical in the domesticated corporation.
1712	Section 51.  Section 617.1806, Florida Statutes, is amended
1713	to read:
1714	617.1806  Conversion to corporation not for profit;
1715	petition and contents.--A petition for conversion to a
1716	corporation not for profit pursuant to s. 617.1805 shall be
1717	accompanied by the written consent of all the shareholders
1718	authorizing the change in the corporate nature and directing an
1719	authorized officer to file such petition before the court,
1720	together with a statement agreeing to accept all the property of
1721	the petitioning corporation and agreeing to assume and pay all
1722	its indebtedness and liabilities, and the proposed articles of
1723	incorporation signed by the president and secretary of the
1724	petitioning corporation which shall set forth the provisions
1725	required in original articles of incorporation by s. 617.0202.
1726	Section 52.  Section 617.1907, Florida Statutes, is amended
1727	to read:
1728	617.1907  Effect of repeal or amendment of prior acts.--
1729	(1)  Except as provided in subsection (2), the repeal or
1730	amendment of a statute by this chapter act does not affect:
1731	(a)  The operation of the statute or any action taken under
1732	it before its repeal or amendment;
1733	(b)  Any ratification, right, remedy, privilege,
1734	obligation, or liability acquired, accrued, or incurred under
1735	the statute before its repeal or amendment;
1736	(c)  Any violation of the statute, or any penalty,
1737	forfeiture, or punishment incurred because of the violation,
1738	before its repeal or amendment; or
1739	(d)  Any proceeding, reorganization, or dissolution
1740	commenced under the statute before its repeal or amendment, and
1741	the proceeding, reorganization, or dissolution may be completed
1742	in accordance with the statute as if it had not been repealed or
1743	amended.
1744	(2)  If a penalty or punishment imposed for violation of a
1745	statute repealed or amended by this chapter act is reduced by
1746	this act, the penalty or punishment if not already imposed shall
1747	be imposed in accordance with this chapter act.
1748	Section 53.  Section 617.2103, Florida Statutes, is
1749	repealed.
1750	Section 54.  Except as otherwise expressly provided in this
1751	act and except for this section, which shall take effect upon
1752	becoming a law, this act shall take effect October 1, 2009.

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