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; revising certain
214	requirements for corporate records; amending s. 617.1604,
215	F.S.; providing an additional exception to a requirement
216	that a corporation pay certain costs and attorney fees
217	after a court-ordered inspection of certain records under
218	certain circumstances; amending s. 617.1602, F.S.;
219	providing that a member of a corporation is entitled to
220	inspect and copy certain records of the corporation at a
221	reasonable location specified by the corporation;
222	requiring that a member give the corporation written
223	notice 10 days before the date on which he or she wishes
224	to inspect and copy records; amending s. 617.1605, F.S.;
225	revising the circumstances under which a corporation is
226	required to furnish a member with its latest annual
227	financial statement; creating s. 617.1703, F.S.; providing
228	for the applicability of certain provisions to
229	corporations regulated under the act; amending s.
230	617.1803, F.S.; providing for certain changes when a
231	foreign not-for-profit corporation becomes domesticated;
232	amending s. 617.1806, F.S.; revising the provisions for
233	conversion to a corporation not for profit; amending s.
234	617.1907, F.S.; providing that the repeal or amendment of
235	a statute does not affect certain operations and
236	proceedings; repealing s. 617.2103, F.S., relating to
237	exemptions for certain corporations; providing effective
238	dates.
239
240	Be It Enacted by the Legislature of the State of Florida:
241
242	Section 1.  Subsection (4) of section 607.0501, Florida
243	Statutes, is amended to read:
244	607.0501  Registered office and registered agent.--
245	(4)  The Department of State shall maintain an accurate
246	record of the registered agents and registered offices for the
247	service of process and shall furnish any information disclosed
248	thereby promptly upon request and payment of the required fee.
249	There shall be no charge for telephone requests for general
250	corporate information, including the corporation's status, names
251	of officers and directors, address of principal place of
252	business, and name and address of registered agent.
253	Section 2.  Subsection (4) of section 607.1406, Florida
254	Statutes, is amended to read:
255	607.1406  Known claims against dissolved corporation.--
256	(4)  A dissolved corporation or successor entity electing
257	to follow the procedures described in subsections (2) and (3)
258	shall also give notice of the dissolution of the corporation to
259	persons with known claims, that are contingent upon the
260	occurrence or nonoccurrence of future events or otherwise
261	conditional or unmatured, and request that such persons present
262	such claims in accordance with the terms of such notice. Such
263	notice shall be in substantially the same form, and sent in the
264	same manner, as described in subsection (2).
265	Section 3.  Effective upon this act becoming a law and
266	applicable to all fiscal years ending on or after December 31,
267	2008, subsection (3) of section 607.1620, Florida Statutes, is
268	amended, and subsection (5) is added to that section, to read:
269	607.1620  Financial statements for shareholders.--
270	(3)  Any A corporation required by subsection (1) to
271	furnish annual financial statements to its shareholders shall
272	furnish mail the annual financial statements to each shareholder
273	within 120 days after the close of each fiscal year or within
274	such additional time thereafter as is reasonably necessary to
275	enable the corporation to prepare its financial statements if,
276	for reasons beyond the corporation's control, it is unable to
277	prepare its financial statements within the prescribed period.
278	Thereafter, on written request from a shareholder who was not
279	furnished mailed the statements, the corporation shall furnish
280	mail him or her the latest annual financial statements.
281	(5)  The requirement to furnish annual financial statements
282	as described in this section shall be satisfied by sending the
283	annual financial statements by mail or by electronic
284	transmission. If a corporation has an outstanding class of
285	securities registered under s. 12 of the Securities Exchange Act
286	of 1934, as amended, the requirement to furnish annual financial
287	statements may be satisfied by complying with 17 C.F.R. s.
288	240.14a-16, as amended, with respect to the obligation of a
289	corporation to furnish an annual report to shareholders pursuant
290	to 17 C.F.R. s. 240.14a-3(b), as amended.
291	Section 4.  Subsections (4), (6), and (9) of section
292	617.01201, Florida Statutes, are amended to read:
293	617.01201  Filing requirements.--
294	(4)  The document must be typewritten or printed and must
295	be legible. If electronically transmitted, the document must be
296	in a format that may be retrieved or reproduced in typewritten
297	or printed form.
298	(6)  The document must be executed:
299	(a)  By a director the chair or any vice chair of the board
300	of directors of a domestic or foreign corporation, or by its
301	president or by another of its officers;
302	(b)  If directors or officers have not been selected or the
303	corporation has not been formed, by an incorporator; or
304	(c)  If the corporation is in the hands of a receiver,
305	trustee, or other court-appointed fiduciary, by the that
306	fiduciary.
307	(9)  The document must be delivered to the office of the
308	department of State for filing. Delivery may be made by
309	electronic transmission if and to the extent allowed by the
310	department. If the document is filed in typewritten or printed
311	form and not transmitted electronically, the department may
312	require that and may be accompanied by one exact or conformed
313	copy be delivered with the document, (except as provided in s.
314	617.1508. The document), and must be accompanied by the correct
315	filing fee and any other tax or penalty required by this act or
316	other law.
317	Section 5.  Subsection (7) of section 617.0122, Florida
318	Statutes, is amended to read:
319	617.0122  Fees for filing documents and issuing
320	certificates.--The Department of State shall collect the
321	following fees on documents delivered to the department for
322	filing:
323	(7)  Agent's statement of resignation from inactive
324	administratively dissolved corporation:  $35.
325
326	Any citizen support organization that is required by rule of the
327	Department of Environmental Protection to be formed as a
328	nonprofit organization and is under contract with the department
329	is exempt from any fees required for incorporation as a
330	nonprofit organization, and the Secretary of State may not
331	assess any such fees if the citizen support organization is
332	certified by the Department of Environmental Protection to the
333	Secretary of State as being under contract with the Department
334	of Environmental Protection.
335	Section 6.  Subsections (1) and (2) of section 617.0124,
336	Florida Statutes, are amended to read:
337	617.0124  Correcting filed document.--
338	(1)  A domestic or foreign corporation may correct a
339	document filed by the department of State within 30 10 business
340	days after filing if the document:
341	(a)  The document contains an incorrect statement; or
342	(b)  The document was defectively executed, attested,
343	sealed, verified, or acknowledged; or.
344	(c)  The electronic transmission of the document was
345	defective.
346	(2)  A document is corrected:
347	(a)  By preparing articles of correction that:
348	1.  Describe the document, (including its filing date) or
349	attach a copy of it to the articles;
350	2.  Specify the incorrect statement and the reason it is
351	incorrect or the manner in which the execution was defective;
352	and
353	3.  Correct the incorrect statement or defective execution;
354	and
355	(b)  By delivering the executed articles of correction to
356	the department of State for filing.
357	Section 7.  Section 617.01401, Florida Statutes, is amended
358	to read:
359	617.01401  Definitions.--As used in this chapter act,
360	unless the context otherwise requires, the term:
361	(1)  "Articles of incorporation" includes original,
362	amended, and restated articles of incorporation, articles of
363	consolidation, and articles of merger, and all amendments
364	thereto, including documents designated by the laws of this
365	state as charters, and, in the case of a foreign corporation,
366	documents equivalent to articles of incorporation in the
367	jurisdiction of incorporation.
368	(2)  "Board of directors" means the group of persons vested
369	with the management of the affairs of the corporation
370	irrespective of the name by which such group is designated,
371	including, but not limited to, managers or trustees.
372	(3)  "Bylaws" means the code or codes of rules adopted for
373	the regulation or management of the affairs of the corporation
374	irrespective of the name or names by which such rules are
375	designated.
376	(4)  "Corporation" or "domestic corporation" means a
377	corporation not for profit, subject to the provisions of this
378	chapter act, except a foreign corporation.
379	(5)  "Corporation not for profit" means a corporation no
380	part of the income or profit of which is distributable to its
381	members, directors, or officers, except as otherwise provided
382	under this chapter.
383	(6)  "Department" means the Department of State.
384	(7)  "Distribution" means the payment of a dividend or any
385	part of the income or profit of a corporation to its members,
386	directors, or officers. A donation or transfer of corporate
387	assets or income to or from another not-for-profit corporation
388	qualified as tax-exempt under s. 501(c) of the Internal Revenue
389	Code or a governmental organization exempt from federal and
390	state income taxes, if such corporation or governmental
391	organization is a member of the corporation making such donation
392	or transfer, is not a distribution for purposes of this chapter.
393	(8)(6)  "Electronic transmission" means any form of
394	communication, not directly involving the physical transmission
395	or transfer of paper, which creates a record that may be
396	retained, retrieved, and reviewed by a recipient thereof and
397	which may be directly reproduced in a comprehensible and legible
398	paper form by such recipient through an automated process.
399	Examples of electronic transmission include, but are not limited
400	to, telegrams, facsimile transmissions of images, and text that
401	is sent via electronic mail between computers.
402	(9)(7)  "Foreign corporation" means a corporation not for
403	profit organized under laws other than the laws of this state.
404	(10)(8)  "Insolvent" means the inability of a corporation
405	to pay its debts as they become due in the usual course of its
406	affairs.
407	(11)(9)  "Mail" means the United States mail, facsimile
408	transmissions, and private mail carriers handling nationwide
409	mail services.
410	(12)(10)  "Member" means one having membership rights in a
411	corporation in accordance with the provisions of its articles of
412	incorporation or bylaws or the provisions of this chapter act.
413	(13)  "Mutual benefit corporation" means a domestic
414	corporation that is not organized primarily or exclusively for
415	religious purposes; is not recognized as exempt under s.
416	501(c)(3) of the Internal Revenue Code; and is not organized for
417	a public or charitable purpose that is required upon its
418	dissolution to distribute its assets to the United States, a
419	state, a local subdivision thereof, or a person that is
420	recognized as exempt under s. 501(c)(3) of the Internal Revenue
421	Code. The term does not include an association organized under
422	chapter 718, chapter 719, chapter 720, or chapter 721, or any
423	corporation where membership in the corporation is required
424	pursuant to a document recorded in county property records.
425	(14)(11)  "Person" includes individual and entity.
426	(15)  "Successor entity" means any trust, receivership, or
427	other legal entity that is governed by the laws of this state to
428	which the remaining assets and liabilities of a dissolved
429	corporation are transferred and that exists solely for the
430	purposes of prosecuting and defending suits by or against the
431	dissolved corporation and enabling the dissolved corporation to
432	settle and close the business of the dissolved corporation, to
433	dispose of and convey the property of the dissolved corporation,
434	to discharge the liabilities of the dissolved corporation, and
435	to distribute to the dissolved corporation's members any
436	remaining assets, but not for the purpose of continuing the
437	business for which the dissolved corporation was organized.
438	(16)  "Voting power" means the total number of votes
439	entitled to be cast for the election of directors at the time
440	the determination of voting power is made, excluding a vote that
441	is contingent upon the happening of a condition or event that
442	has not yet occurred. If the members of a class are entitled to
443	vote as a class to elect directors, the determination of the
444	voting power of the class is based on the percentage of the
445	number of directors the class is entitled to elect relative to
446	the total number of authorized directors. If the corporation's
447	directors are not elected by the members, voting power shall,
448	unless otherwise provided in the articles of incorporation or
449	bylaws, be on a one-member, one-vote basis.
450	Section 8.  Subsection (1) of section 617.0205, Florida
451	Statutes, is amended to read:
452	617.0205  Organizational meeting of directors.--
453	(1)  After incorporation:
454	(a)  If initial directors are named in the articles of
455	incorporation, the initial directors shall hold an
456	organizational meeting, at the call of a majority of the
457	directors, to complete the organization of the corporation by
458	appointing officers, adopting bylaws, and carrying on any other
459	business brought before the meeting;
460	(b)  If initial directors are not named in the articles of
461	incorporation, the incorporators shall hold an organizational
462	meeting at the call of a majority of the incorporators:
463	1.  To elect directors and complete the organization of the
464	corporation; or
465	2.  To elect a board of directors who shall complete the
466	organization of the corporation.
467	Section 9.  Section 617.0302, Florida Statutes, is amended
468	to read:
469	617.0302  Corporate powers.--Every corporation not for
470	profit organized under this chapter act, unless otherwise
471	provided in its articles of incorporation or bylaws, shall have
472	power to:
473	(1)  Have succession by its corporate name for the period
474	set forth in its articles of incorporation.
475	(2)  Sue and be sued and appear and defend in all actions
476	and proceedings in its corporate name to the same extent as a
477	natural person.
478	(3)  Adopt, use, and alter a common corporate seal.
479	However, such seal must always contain the words "corporation
480	not for profit."
481	(4)  Elect or appoint such officers and agents as its
482	affairs shall require and allow them reasonable compensation.
483	(5)  Adopt, change, amend, and repeal bylaws, not
484	inconsistent with law or its articles of incorporation, for the
485	administration of the affairs of the corporation and the
486	exercise of its corporate powers.
487	(6)  Increase, by a vote of its members cast as the bylaws
488	may direct, the number of its directors so that the number shall
489	not be less than three but may be any number in excess thereof.
490	(7)  Make contracts and guaranties, incur liabilities,
491	borrow money at such rates of interest as the corporation may
492	determine, issue its notes, bonds, and other obligations, and
493	secure any of its obligations by mortgage and pledge of all or
494	any of its property, franchises, or income.
495	(8)  Conduct its affairs, carry on its operations, and have
496	offices and exercise the powers granted by this act in any
497	state, territory, district, or possession of the United States
498	or any foreign country.
499	(9)  Purchase, take, receive, lease, take by gift, devise,
500	or bequest, or otherwise acquire, own, hold, improve, use, or
501	otherwise deal in and with real or personal property, or any
502	interest therein, wherever situated.
503	(10)  Acquire, enjoy, utilize, and dispose of patents,
504	copyrights, and trademarks and any licenses and other rights or
505	interests thereunder or therein.
506	(11)  Sell, convey, mortgage, pledge, lease, exchange,
507	transfer, or otherwise dispose of all or any part of its
508	property and assets.
509	(12)  Purchase, take, receive, subscribe for, or otherwise
510	acquire, own, hold, vote, use, employ, sell, mortgage, lend,
511	pledge, or otherwise dispose of and otherwise use and deal in
512	and with, shares and other interests in, or obligations of,
513	other domestic or foreign corporations, whether for profit or
514	not for profit, associations, partnerships, or individuals, or
515	direct or indirect obligations of the United States, or of any
516	other government, state, territory, governmental district,
517	municipality, or of any instrumentality thereof.
518	(13)  Lend money for its corporate purposes, invest and
519	reinvest its funds, and take and hold real and personal property
520	as security for the payment of funds loaned or invested except
521	as prohibited by s. 617.0833.
522	(14)  Make donations for the public welfare or for
523	religious, charitable, scientific, educational, or other similar
524	purposes.
525	(15)  Have and exercise all powers necessary or convenient
526	to effect any or all of the purposes for which the corporation
527	is organized.
528	(16)  Merge with other corporations or other business
529	entities identified in s. 607.1108(1), both for profit and not
530	for profit, domestic and foreign, if the surviving corporation
531	or other surviving business entity is a corporation not for
532	profit or other business entity that has been organized as a
533	not-for-profit entity under a governing statute or other
534	applicable law that permits such a merger.
535	Section 10.  Subsection (4) of section 617.0501, Florida
536	Statutes, is amended to read:
537	617.0501  Registered office and registered agent.--
538	(4)  The Department of State shall maintain an accurate
539	record of the registered agents and registered offices for the
540	service of process and shall furnish any information disclosed
541	thereby promptly upon request and payment of the required fee.
542	There shall be no charge for telephone requests for general
543	corporate information, including the corporation's status, names
544	of officers and directors, address of principal place of
545	business, and name and address of resident agent.
546	Section 11.  Subsection (12) is added to section 617.0503,
547	Florida Statutes, to read:
548	617.0503  Registered agent; duties; confidentiality of
549	investigation records.--
550	(12)  Any alien business organization may withdraw its
551	registered agent designation by delivering an application for
552	certificate of withdrawal to the department for filing. The
553	application shall set forth:
554	(a)  The name of the alien business organization and the
555	jurisdiction under the law of which it is incorporated or
556	organized; and
557	(b)  That the alien business organization is no longer
558	required to maintain a registered agent in this state.
559	Section 12.  Section 617.0505, Florida Statutes, is amended
560	to read:
561	617.0505  Distributions; exceptions Payment of dividends
562	and distribution of income to members prohibited; issuance of
563	certificates of membership; effect of stock issued under prior
564	law.--
565	(1)  Except as authorized in s. 617.1302, A dividend may
566	not be paid, and any part of the income or profit of a
567	corporation may not make distributions be distributed, to its
568	members, directors, or officers.
569	(1)  A mutual benefit corporation, such as a private club
570	that is established for social, pleasure, or recreational
571	purposes and that is organized as a corporation of which the
572	equity interests are held by the members, may, subject to s.
573	617.1302, purchase the equity membership interest of any member,
574	and the payment for such interest is not a distribution for
575	purposes of this section.
576	(2)  A corporation may pay compensation in a reasonable
577	amount to its members, directors, or officers for services
578	rendered, may confer benefits upon its members in conformity
579	with its purposes, and, upon dissolution or final liquidation,
580	may make distributions to its members as permitted by this
581	chapter act.
582	(3)  If expressly permitted by its articles of
583	incorporation, a corporation may make distributions upon partial
584	liquidation to its members, as permitted by this section. Any
585	such payment, benefit, or distribution does not constitute a
586	dividend or a distribution of income or profit for purposes of
587	this section.
588	(4)  A Any corporation that which is a utility exempt from
589	regulation under s. 367.022(7), whose articles of incorporation
590	state that it is exempt from taxation under s. 501(c)(12) of the
591	Internal Revenue Code, may make such refunds to its members,
592	prior to a dissolution or liquidation, as its managing board
593	deems necessary to establish or preserve its tax-exempt status.
594	Any such refund does not constitute a dividend or a distribution
595	of income or profit for purposes of this section.
596	(5)  A corporation that is regulated by chapter 718,
597	chapter 719, chapter 720, chapter 721, or chapter 723, or a
598	corporation where membership in such corporation is required
599	pursuant to a document recorded in the county property records,
600	may make refunds to its members, giving credits to its members,
601	disbursing insurance proceeds to its members, or disbursing or
602	paying settlements to its members without violating this
603	section.
604	(2)  Subject to subsection (1), a corporation may issue
605	certificates in any form evidencing membership in the
606	corporation.
607	(3)  Stock certificates issued under former s. 617.011(2),
608	Florida Statutes (1989), constitute membership certificates for
609	purposes of this act.
610	Section 13.  Subsections (1), (2), and (5) of section
611	617.0601, Florida Statutes, are amended to read:
612	617.0601  Members, generally.--
613	(1)(a)  A corporation may have one or more classes of
614	members or may have no members.  If the corporation has one or
615	more classes of members, the designation of such class or
616	classes, the qualifications and rights of the members of each
617	class, any quorum and voting requirements for meetings and
618	activities of the members, and notice requirements sufficient to
619	provide notice of meetings and activities of the members must be
620	set forth in the articles of incorporation or in the bylaws.
621	(b)  The articles of incorporation or bylaws of any
622	corporation not for profit that maintains chapters or affiliates
623	may grant representatives of such chapters or affiliates the
624	right to vote in conjunction with the board of directors of the
625	corporation notwithstanding applicable quorum or voting
626	requirements of this chapter act if the corporation is
627	registered with the department of State pursuant to ss. 496.401-
628	496.424 ss. 496.001-496.011, the Solicitation of Contributions
629	Funds Act.
630	(c)  This subsection does not apply to any condominium
631	association organized under chapter 718.
632	(2)  A corporation may issue certificates of membership.
633	Stock certificates issued under former s. 617.011(2), Florida
634	Statutes 1989, constitute certificates of membership for
635	purposes of this section.
636	(5)  Membership in the corporation may be terminated in the
637	manner provided by law, by the articles of incorporation, or by
638	the bylaws, and A resignation, expulsion, suspension, or
639	termination of membership pursuant to s. 617.0606 or s. 617.0607
640	shall be recorded in the membership book.  Unless otherwise
641	provided in the articles of incorporation or the bylaws, all the
642	rights and privileges of a member cease on termination of
643	membership.
644	Section 14.  Section 617.0605, Florida Statutes, is created
645	to read:
646	617.0605  Transfer of membership interests.--
647	(1)  A member of a corporation may not transfer a
648	membership or any right arising from membership except as
649	otherwise allowed in this section.
650	(2)  Except as set forth in the articles of incorporation
651	or bylaws of a mutual benefit corporation, a member of a mutual
652	benefit corporation may not transfer a membership or any right
653	arising from membership.
654	(3)  If transfer rights have been provided for one or more
655	members of a mutual benefit corporation, a restriction on such
656	rights is not binding with respect to a member holding a
657	membership issued before the adoption of the restriction unless
658	the restriction is approved by the members and the affected
659	member.
660	Section 15.  Section 617.0606, Florida Statutes, is created
661	to read:
662	617.0606  Resignation of members.--
663	(1)  Except as may be provided in the articles of
664	incorporation or bylaws of a corporation, a member of a mutual
665	benefit corporation may not transfer a membership or any right
666	arising from membership.
667	(2)  The resignation of a member does not relieve the
668	member from any obligations that the member may have to the
669	corporation as a result of obligations incurred or commitments
670	made before resignation.
671	Section 16.  Section 617.0607, Florida Statutes, is created
672	to read:
673	617.0607  Termination, expulsion, and suspension.--
674	(1)  A member of a corporation may not be expelled or
675	suspended, and a membership in the corporation may not be
676	terminated or suspended, except pursuant to a procedure that is
677	fair and reasonable and is carried out in good faith.
678	(2)  Any written notice given by mail must be delivered by
679	certified mail or first-class mail to the last address of the
680	member shown on the records of the corporation.
681	(3)  Any proceeding challenging an expulsion, suspension,
682	or termination, including a proceeding in which the defective
683	notice is alleged, must be commenced within 1 year after the
684	effective date of the expulsion, suspension, or termination.
685	(4)  A member who has been expelled or suspended may be
686	liable to the corporation for dues, assessments, or fees as a
687	result of obligations incurred or commitments made before
688	expulsion or suspension.
689	Section 17.  Section 617.0608, Florida Statutes, is created
690	to read:
691	617.0608  Purchase of memberships.--
692	(1)  A corporation may not purchase any of its memberships
693	or any right arising from membership except as provided in s.
694	617.0505 or subsection (2).
695	(2)  Subject to s. 617.1302, a mutual benefit corporation
696	may purchase the membership of a member who resigns, or whose
697	membership is terminated, for the amount and pursuant to the
698	conditions set forth in its articles of incorporation or bylaws.
699	Section 18.  Subsections (3), (4), and (6) of section
700	617.0701, Florida Statutes, are amended to read:
701	617.0701  Meetings of members, generally; failure to hold
702	annual meeting; special meeting; consent to corporate actions
703	without meetings; waiver of notice of meetings.--
704	(3)  Except as provided in the articles of incorporation or
705	bylaws, special meetings of the members may be called by:
706	(a)  The president;,
707	(b)  The chair of the board of directors;,
708	(c)  The board of directors;, or such
709	(d)  Other officers or persons as are provided for in the
710	articles of incorporation or the bylaws;.
711	(e)  The holders of at least 5 percent of the voting power
712	of a corporation when one or more written demands for the
713	meeting, which describe the purpose for which the meeting is to
714	be held, are signed, dated, and delivered to a corporate
715	officer; or
716	(f)  A person who signs a demand for a special meeting
717	pursuant to paragraph (e) if notice for a special meeting is not
718	given within 30 days after receipt of the demand. The person
719	signing the demand may set the time and place of the meeting and
720	give notice under this subsection.
721	(4)(a)  Unless otherwise provided in the articles of
722	incorporation, action required or permitted by this chapter act
723	to be taken at an annual or special meeting of members may be
724	taken without a meeting, without prior notice, and without a
725	vote if the action is taken by the members entitled to vote on
726	such action and having not less than the minimum number of votes
727	necessary to authorize such action at a meeting at which all
728	members entitled to vote on such action were present and voted.
729	(a)  In order To be effective, the action must be evidenced
730	by one or more written consents describing the action taken,
731	dated and signed by approving members having the requisite
732	number of votes and entitled to vote on such action, and
733	delivered to the corporation by delivery to its principal office
734	in this state, its principal place of business, the corporate
735	secretary, or another officer or agent of the corporation having
736	custody of the book in which proceedings of meetings of members
737	are recorded. Written consent shall not be effective to take the
738	corporate action referred to in the consent is not effective
739	unless the consent is signed by members having the requisite
740	number of votes necessary to authorize the action within 90 60
741	days after of the date of the earliest dated consent and is
742	delivered in the manner required by this section.
743	(b)  Any written consent may be revoked prior to the date
744	that the corporation receives the required number of consents to
745	authorize the proposed action. A revocation is not effective
746	unless in writing and until received by the corporation at its
747	principal office in this state or its principal place of
748	business, or received by the corporate secretary or other
749	officer or agent of the corporation having custody of the book
750	in which proceedings of meetings of members are recorded.
751	(c)  Within 30 10 days after obtaining such authorization
752	by written consent, notice must be given to those members who
753	are entitled to vote on the action but who have not consented in
754	writing. The notice must fairly summarize the material features
755	of the authorized action.
756	(d)  A consent signed under this section has the effect of
757	a meeting vote and may be described as such in any document.
758	(e)  If the action to which the members consent is such as
759	would have required the filing of articles or a certificate
760	under any other section of this chapter act if such action had
761	been voted on by members at a meeting thereof, the articles or
762	certificate filed under such other section must state that
763	written consent has been given in accordance with the provisions
764	of this section.
765	(f)  Whenever action is taken pursuant to this section, the
766	written consent of the members consenting to such action or the
767	written reports of inspectors appointed to tabulate such
768	consents must be filed with the minutes of member proceedings of
769	members.
770	(6)  Subsections (1) and (3) do not apply to any
771	corporation that is an association as defined in s. 720.301; a
772	corporation regulated by chapter 718, chapter 719, chapter 720,
773	chapter 721, or chapter 723; or a corporation when membership in
774	such corporation is required pursuant to a document recorded in
775	the county property records.
776	Section 19.  Section 617.0721, Florida Statutes, is amended
777	to read:
778	617.0721  Voting by members.--
779	(1)  Members are not entitled to vote except as conferred
780	by the articles of incorporation or the bylaws.
781	(2)  A member who is entitled to vote may vote in person
782	or, unless the articles of incorporation or the bylaws otherwise
783	provide, may vote by proxy executed in writing by the member or
784	by his or her duly authorized attorney in fact. An appointment
785	of a proxy is not valid after 11 months following the date of
786	its execution unless otherwise provided in the proxy.
787	(a)  If directors or officers are to be elected by members,
788	the bylaws may provide that such elections may be conducted by
789	mail.
790	(b)  A corporation may reject a vote, consent, waiver, or
791	proxy appointment if the secretary or other officer or agent
792	authorized to tabulate votes, acting in good faith, has a
793	reasonable basis for doubting the validity of the signature on
794	it or the signatory's authority to sign for the member.
795	(3)  If authorized by the board of directors, and subject
796	to such guidelines and procedures as the board of directors may
797	adopt, members and proxy holders who are not physically present
798	at a meeting may, by means of remote communication:
799	(a)  Participate in the meeting.
800	(b)  Be deemed to be present in person and vote at the
801	meeting if:
802	1.  The corporation implements reasonable means to verify
803	that each person deemed present and authorized to vote by means
804	of remote communication is a member or proxy holder; and
805	2.  The corporation implements reasonable measures to
806	provide such members or proxy holders with a reasonable
807	opportunity to participate in the meeting and to vote on matters
808	submitted to the members, including an opportunity to
809	communicate and to read or hear the proceedings of the meeting
810	substantially concurrent with the proceedings.
811
812	If any member or proxy holder votes or takes other action by
813	means of remote communication, a record of that member's
814	participation in the meeting must be maintained by the
815	corporation in accordance with s. 617.1601.
816	(4)(3)  If any corporation, whether for profit or not for
817	profit, is a member of a corporation organized under this
818	chapter act, the chair of the board, president, any vice
819	president, the secretary, or the treasurer of the member
820	corporation, and any such officer or cashier or trust officer of
821	a banking or trust corporation holding such membership, and any
822	like officer of a foreign corporation whether for profit or not
823	for profit, holding membership in a domestic corporation, shall
824	be deemed by the corporation in which membership is held to have
825	the authority to vote on behalf of the member corporation and to
826	execute proxies and written waivers and consents in relation
827	thereto, unless, before a vote is taken or a waiver or consent
828	is acted upon, it appears pursuant to is made to appear by a
829	certified copy of the bylaws or resolution of the board of
830	directors or executive committee of the member corporation that
831	such authority does not exist or is vested in some other officer
832	or person. In the absence of such certification, a person
833	executing any such proxies, waivers, or consents or presenting
834	himself or herself at a meeting as one of such officers of a
835	corporate member shall be, for the purposes of this section,
836	conclusively deemed to be duly elected, qualified, and acting as
837	such officer and to be fully authorized. In the case of
838	conflicting representation, the corporate member shall be deemed
839	to be represented by its senior officer, in the order first
840	stated in this subsection.
841	(5)(4)  The articles of incorporation or the bylaws may
842	provide that, in all elections for directors, every member
843	entitled to vote has the right to cumulate his or her votes and
844	to give one candidate a number of votes equal to the number of
845	votes he or she could give if one director were being elected
846	multiplied by the number of directors to be elected or to
847	distribute such votes on the same principles among any number of
848	such candidates. A corporation may not have cumulative voting
849	unless such voting is expressly authorized in the articles of
850	incorporation.
851	(6)(5)  If a corporation has no members or its members do
852	not have the right to vote, the directors shall have the sole
853	voting power.
854	(7)(6)  Subsections (1), (2), (5) (4), and (6) (5) do not
855	apply to a corporation that is an association as defined in s.
856	720.301.
857	Section 20.  Section 617.0725, Florida Statutes, is amended
858	to read:
859	617.0725  Quorum.--An amendment to the articles of
860	incorporation or the bylaws which adds, that changes, or deletes
861	a greater or lesser quorum or voting requirement must meet the
862	same quorum or voting requirement and be adopted by the same
863	vote and voting groups required to take action under the quorum
864	and voting requirements then in effect or proposed to be
865	adopted, whichever is greater prescribed in the provision being
866	amended.
867	Section 21.  Section 617.07401, Florida Statutes, is
868	created to read:
869	617.07401  Members' derivative actions.--
870	(1)  A person may not commence a proceeding in the right of
871	a domestic or foreign corporation unless the person was a member
872	of the corporation when the transaction complained of occurred
873	or unless the person became a member through transfer by
874	operation of law from one who was a member at that time.
875	(2)  A complaint in a proceeding brought in the right of a
876	domestic or foreign corporation must be verified and allege with
877	particularity the demand made to obtain action by the board of
878	directors and that the demand was refused or ignored by the
879	board of directors for at least 90 days after the date of the
880	first demand unless, before the expiration of the 90 days, the
881	person was notified in writing that the corporation rejected the
882	demand, or unless irreparable injury to the corporation would
883	result by waiting for the expiration of the 90-day period. If
884	the corporation commences an investigation of the charges made
885	in the demand or complaint, the court may stay any proceeding
886	until the investigation is completed.
887	(3)  The court may dismiss a derivative proceeding if, on
888	motion by the corporation, the court finds that one of the
889	groups specified in paragraphs (a)-(c) has made a good faith
890	determination after conducting a reasonable investigation upon
891	which its conclusions are based that the maintenance of the
892	derivative suit is not in the best interests of the corporation.
893	The corporation has the burden of proving the independence and
894	good faith of the group making the determination and the
895	reasonableness of the investigation. The determination shall be
896	made by:
897	(a)  A majority vote of independent directors present at a
898	meeting of the board of directors, if the independent directors
899	constitute a quorum;
900	(b)  A majority vote of a committee consisting of two or
901	more independent directors appointed by a majority vote of
902	independent directors present at a meeting of the board of
903	directors, whether or not such independent directors constitute
904	a quorum; or
905	(c)  A panel of one or more independent persons appointed
906	by the court upon motion by the corporation.
907	(4)  A proceeding commenced under this section may not be
908	discontinued or settled without the approval of the court. If
909	the court determines that a proposed discontinuance or
910	settlement substantially affects the interest of the members of
911	the corporation, or a class, series, or voting group of members,
912	the court shall direct that notice be given to the members
913	affected. The court may determine which party or parties to the
914	proceeding shall bear the expense of giving the notice.
915	(5)  Upon termination of the proceeding, the court may
916	require the plaintiff to pay any defendant's reasonable
917	expenses, including reasonable attorney's fees, incurred in
918	defending the proceeding if it finds that the proceeding was
919	commenced without reasonable cause.
920	(6)  The court may award reasonable expenses for
921	maintaining the proceeding, including reasonable attorney's
922	fees, to a successful plaintiff or to the person commencing the
923	proceeding who receives any relief, whether by judgment,
924	compromise, or settlement, and may require that the person
925	account for the remainder of any proceeds to the corporation;
926	however, this subsection does not apply to any relief rendered
927	for the benefit of injured members only and is limited to a
928	recovery of the loss or damage of the injured members.
929	Section 22.  Section 617.0801, Florida Statutes, is amended
930	to read:
931	617.0801  Requirement for and Duties of board of
932	directors.--All corporate powers must be exercised by or under
933	the authority of, and the affairs of the corporation managed
934	under the direction of, its board of directors, subject to any
935	limitation set forth in the articles of incorporation.
936	Section 23.  Subsection (1) of section 617.0802, Florida
937	Statutes, is amended to read:
938	617.0802  Qualifications of directors.--
939	(1)  Directors must be natural persons who are 18 years of
940	age or older but need not be residents of this state or members
941	of the corporation unless the articles of incorporation or
942	bylaws so require. For a corporation organized according to the
943	provisions of s. 501(c)(3) of the Internal Revenue Code of 1986,
944	as amended, other than a corporation regulated by chapter 718,
945	chapter 719, chapter 720, chapter 721, or chapter 723 or a
946	corporation for which membership is required pursuant to a
947	document recorded in the county property records, one director
948	may be 15 years of age or older if so permitted in the articles
949	of incorporation or bylaws or by resolution of the board of
950	directors. The articles of incorporation or the bylaws may
951	prescribe additional qualifications for directors.
952	Section 24.  Section 617.0806, Florida Statutes, is amended
953	to read:
954	617.0806  Staggered terms for directors.--The articles of
955	incorporation or bylaws may provide that directors may be
956	divided into classes and the terms of office of the several
957	classes need not be uniform. Each director shall hold office for
958	the term to which he or she is elected or appointed and until
959	his or her successor has been elected or appointed and qualified
960	or until his or her earlier resignation, removal from office, or
961	death.
962	Section 25.  Section 617.0808, Florida Statutes, is amended
963	to read:
964	617.0808  Removal of directors.--
965	(1)  Subject to subsection (2), a director may be removed
966	from office pursuant to procedures provided in the articles of
967	incorporation or the bylaws, which shall provide the following,
968	and if they do not do so, shall be deemed to include the
969	following:
970	(a)(1)  Any member of the board of directors may be removed
971	from office with or without cause by:
972	1.  Except as provided in paragraph (i), a majority of all
973	votes of the directors then in office, if the director was
974	elected or appointed by the directors; or
975	2.  A majority of all votes of the members, if the director
976	was elected or appointed by the members.
977	(b)  If a director is elected by a class, chapter, or other
978	organizational unit, or by region or other geographic grouping,
979	the director may be removed only by the members of that class,
980	chapter, unit, or grouping. However:
981	1.  A director may be removed only if the number of votes
982	cast to remove the director would be sufficient to elect the
983	director at a meeting to elect directors, except as provided in
984	subparagraphs 2. and 3.
985	2.  If cumulative voting is authorized, a director may not
986	be removed if the number of votes sufficient to elect the
987	director under cumulative voting is voted against the removal of
988	the director.
989	3.  If at the beginning of the term of a director the
990	articles of incorporation or bylaws provide that the director
991	may be removed for missing a specified number of board meetings,
992	the board may remove the director for failing to attend the
993	specified number of meetings. The director may be removed only
994	if a majority of the directors then in office vote for the
995	removal the vote or agreement in writing by a majority of all
996	votes of the membership.
997	(c)(2)  The notice of a meeting of the members to recall a
998	member or members of the board of directors shall state the
999	specific directors sought to be removed.
1000	(d)(3)  A proposed removal of a director at a meeting shall
1001	require a separate vote for each director whose removal is board
1002	member sought to be removed. Where removal is sought by written
1003	consent agreement, a separate consent agreement is required for
1004	each director board member to be removed.
1005	(e)(4)  If removal is effected at a meeting, any vacancies
1006	created thereby shall be filled by the members or directors
1007	eligible to vote for the removal at the same meeting.
1008	(f)(5)  Any director who is removed from the board is shall
1009	not be eligible to stand for reelection until the next annual
1010	meeting at which directors are elected of the members.
1011	(g)(6)  Any director removed from office shall turn over to
1012	the board of directors within 72 hours any and all records of
1013	the corporation in his or her possession.
1014	(h)(7)  If a director who is removed does shall not
1015	relinquish his or her office or turn over records as required
1016	under this section, the circuit court in the county where the
1017	corporation's principal office is located may summarily order
1018	the director to relinquish his or her office and turn over
1019	corporate records upon application of any member.
1020	(i)  A director elected or appointed by the board may be
1021	removed without cause by a vote of two-thirds of the directors
1022	then in office or such greater number as is set forth in the
1023	articles of incorporation or bylaws.
1024	(2)  A director of a corporation described in s. 501(c) of
1025	the Internal Revenue Code may be removed from office pursuant to
1026	procedures provided in the articles of incorporation or the
1027	bylaws, and the corporation may provide in the articles of
1028	incorporation or the bylaws that it is subject to the provisions
1029	of subsection (1).
1030	Section 26.  Section 617.0809, Florida Statutes, is amended
1031	to read:
1032	617.0809  Board vacancy on board.--
1033	(1)  Except as provided in s. 617.0808(1)(f), any vacancy
1034	occurring on the board of directors may be filled by the
1035	affirmative vote of the majority of the remaining directors,
1036	even though the remaining directors constitute less than a
1037	quorum, or by the sole remaining director, as the case may be,
1038	or, if the vacancy is not so filled or if no director remains,
1039	by the members or, on the application of any person, by the
1040	circuit court of the county where the registered office of the
1041	corporation is located.
1042	(2)  Whenever a vacancy occurs with respect to a director
1043	elected by a class, chapter, unit, or group, the vacancy may be
1044	filled only by members of that class, chapter, unit, or group,
1045	or by a majority of the directors then in office elected by such
1046	class, chapter, unit, or group.
1047	(3)(2)  The term of a director elected or appointed to fill
1048	a vacancy expires at the next annual meeting at which directors
1049	are elected shall be elected or appointed for the unexpired term
1050	of his or her predecessor in office. Any directorship to be
1051	filled by reason of an increase in the number of directors may
1052	be filled by the board of directors, but only for a term of
1053	office continuing until the next election of directors by the
1054	members or, if the corporation has no members or no members
1055	having the right to vote thereon, for such term of office as is
1056	provided in the articles of incorporation or the bylaws.
1057	(4)(3)  A vacancy that will occur at a specific later date,
1058	by reason of a resignation effective at a later date under s.
1059	617.0807 or otherwise, may be filled before the vacancy occurs.
1060	However, the new director may not take office until the vacancy
1061	occurs.
1062	Section 27.  Subsection (1) of section 617.0824, Florida
1063	Statutes, is amended to read:
1064	617.0824  Quorum and voting.--
1065	(1)  Unless the articles of incorporation or the bylaws
1066	require a different number, a quorum of a board of directors
1067	consists of a majority of the number of directors prescribed by
1068	the articles of incorporation or the bylaws. Directors younger
1069	than 18 years of age may not be counted toward a quorum.
1070	Section 28.  Present subsection (2) of section 617.0832,
1071	Florida Statutes, is renumbered as subsection (3) and amended,
1072	and a new subsection (2) is added to that section, to read:
1073	617.0832  Director conflicts of interest.--
1074	(2)  For purposes of paragraph (1)(a) only, a conflict-of-
1075	interest transaction is authorized, approved, or ratified if it
1076	receives the affirmative vote of a majority of the directors on
1077	the board of directors, or on the committee, who have no
1078	relationship or interest in the transaction described in
1079	subsection (1), but a transaction may not be authorized,
1080	approved, or ratified under this section by a single director.
1081	If a majority of the directors who have no relationship or
1082	interest in the transaction vote to authorize, approve, or
1083	ratify the transaction, a quorum is present for the purpose of
1084	taking action under this section. The presence of, or a vote
1085	cast by, a director having a relationship or interest in the
1086	transaction does not affect the validity of any action taken
1087	under paragraph (1)(a) if the transaction is otherwise
1088	authorized, approved, or ratified as provided in subsection (1),
1089	but such presence or vote of such a director may be counted for
1090	purposes of determining whether the transaction is approved
1091	under other sections of this chapter.
1092	(3)(2)  For purposes of paragraph (1)(b), a conflict-of-
1093	interest transaction is authorized, approved, or ratified if it
1094	receives the vote of a majority in interest of the members
1095	entitled to vote under this subsection. A director who has a
1096	relationship or interest in the transaction described in
1097	subsection (1) may not vote to determine whether to authorize,
1098	approve, or ratify a conflict-of-interest transaction under
1099	paragraph (1)(b). However, the vote of that director is counted
1100	in determining whether the transaction is approved under other
1101	sections of this chapter. A majority in interest of the members
1102	entitled to vote on the transaction under this subsection
1103	constitutes a quorum for the purpose of taking action under this
1104	section. As used in this subsection, the term "majority in
1105	interest" refers to a majority of the voting shares or other
1106	voting units allotted to the members. Common or interested
1107	directors may be counted in determining the presence of a quorum
1108	at a meeting of the board of directors or a committee thereof
1109	which authorizes, approves, or ratifies such contract or
1110	transaction.
1111	Section 29.  Section 617.0833, Florida Statutes, is amended
1112	to read:
1113	617.0833  Loans to directors or officers.--Loans, other
1114	than through the purchase of bonds, debentures, or similar
1115	obligations of the type customarily sold in public offerings, or
1116	through ordinary deposit of funds in a bank, may not be made by
1117	a corporation to its directors or officers, or to any other
1118	corporation, firm, association, or other entity in which one or
1119	more of its directors or officers is a director or officer or
1120	holds a substantial financial interest, except a loan by one
1121	corporation which is exempt from federal income taxation under
1122	s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
1123	to another corporation which is exempt from federal income
1124	taxation under s. 501(c)(3) of the Internal Revenue Code of
1125	1986, as amended. A loan made in violation of this section is a
1126	violation of the duty to the corporation of the directors or
1127	officers authorizing it or participating in it, but the
1128	obligation of the borrower with respect to the loan is shall not
1129	be affected thereby.
1130	Section 30.  Subsection (1) of section 617.0834, Florida
1131	Statutes, is amended to read:
1132	617.0834  Officers and directors of certain corporations
1133	and associations not for profit; immunity from civil
1134	liability.--
1135	(1)  An officer or director of a nonprofit organization
1136	recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
1137	the Internal Revenue Code of 1986, as amended, or of an
1138	agricultural or a horticultural organization recognized under s.
1139	501(c)(5), of the Internal Revenue Code of 1986, as amended, is
1140	not personally liable for monetary damages to any person for any
1141	statement, vote, decision, or failure to take an action,
1142	regarding organizational management or policy by an officer or
1143	director, unless:
1144	(a)  The officer or director breached or failed to perform
1145	his or her duties as an officer or director; and
1146	(b)  The officer's or director's breach of, or failure to
1147	perform, his or her duties constitutes:
1148	1.  A violation of the criminal law, unless the officer or
1149	director had reasonable cause to believe his or her conduct was
1150	lawful or had no reasonable cause to believe his or her conduct
1151	was unlawful.  A judgment or other final adjudication against an
1152	officer or director in any criminal proceeding for violation of
1153	the criminal law estops that officer or director from contesting
1154	the fact that his or her breach, or failure to perform,
1155	constitutes a violation of the criminal law, but does not estop
1156	the officer or director from establishing that he or she had
1157	reasonable cause to believe that his or her conduct was lawful
1158	or had no reasonable cause to believe that his or her conduct
1159	was unlawful;
1160	2.  A transaction from which the officer or director
1161	derived an improper personal benefit, either directly or
1162	indirectly; or
1163	3.  Recklessness or an act or omission that which was
1164	committed in bad faith or with malicious purpose or in a manner
1165	exhibiting wanton and willful disregard of human rights, safety,
1166	or property.
1167	Section 31.  Subsections (2) and (3) of section 617.1007,
1168	Florida Statutes, are amended to read:
1169	617.1007  Restated articles of incorporation.--
1170	(2)  The restatement may include one or more amendments to
1171	the articles of incorporation. If the restatement includes an
1172	amendment requiring member approval, it must be adopted as
1173	provided in s. 617.1002.
1174	(3)  A corporation restating its articles of incorporation
1175	shall deliver to the department of State for filing articles of
1176	restatement, executed in accordance with the provisions of s.
1177	617.01201, setting forth the name of the corporation and the
1178	text of the restated articles of incorporation together with a
1179	certificate setting forth:
1180	(a)  Whether the restatement contains an amendment to the
1181	articles of incorporation requiring member approval and, if it
1182	does not, that the board of directors adopted the restatement;
1183	or
1184	(b)  If the restatement contains an amendment to the
1185	articles of incorporation requiring member approval, the
1186	information required by s. 617.1006.
1187	Section 32.  Subsection (2) of section 617.1101, Florida
1188	Statutes, is amended, and subsection (3) is added to that
1189	section, to read:
1190	617.1101  Plan of merger.--
1191	(2)  Each corporation must adopt a plan of merger setting
1192	forth:
1193	(a)  The names of the corporations proposing to merge and
1194	the name of the surviving corporation into which each other
1195	corporation plans to merge, which is hereinafter designated as
1196	the surviving corporation;
1197	(b)  The terms and conditions of the proposed merger;
1198	(c)  A statement of any changes in the articles of
1199	incorporation of the surviving corporation to be effected by
1200	such merger; and
1201	(d)  The manner and basis, if any, of converting the
1202	memberships of each merging corporation into memberships,
1203	obligations, or securities of the surviving corporation or any
1204	other corporation or, in whole or in part, into cash or other
1205	property. Such other provisions with respect to the proposed
1206	merger as are deemed necessary or desirable.
1207	(3)  The plan of merger may set forth:
1208	(a)  Amendments to, or a restatement of, the articles of
1209	incorporation of the surviving corporation;
1210	(b)  The effective date of the merger, which may be on or
1211	after the date of filing the articles of incorporation or
1212	merger; or
1213	(c)  Other provisions relating to the merger.
1214	Section 33.  Section 617.1102, Florida Statutes, is created
1215	to read:
1216	617.1102  Limitation on merger.--A corporation not for
1217	profit organized under this chapter may merge with one or more
1218	other business entities, as identified in s. 607.1108(1), only
1219	if the surviving entity of such merger is a corporation not for
1220	profit or other business entity that has been organized as a
1221	not-for-profit entity under a governing statute or other
1222	applicable law that allows such a merger.
1223	Section 34.  Section 617.1301, Florida Statutes, is created
1224	to read:
1225	617.1301  Prohibited distributions.--Except as authorized
1226	in ss. 617.0505 and 617.1302, a corporation may not make any
1227	distributions to its members.
1228	Section 35.  Section 617.1302, Florida Statutes, is created
1229	to read:
1230	617.1302  Authorized distributions.--
1231	(1)  A mutual benefit corporation may purchase its
1232	memberships pursuant to s. 617.0608 only if, after the purchase
1233	is completed:
1234	(a)  The mutual benefit corporation is able to pay its
1235	debts as they become due in the usual course of its activities;
1236	and
1237	(b)  The total assets of the mutual benefit corporation at
1238	least equal the sum of its total liabilities.
1239	(2)  A corporation may make distributions upon dissolution
1240	in conformity with the dissolution provisions of this chapter.
1241	Section 36.  Subsection (4) of section 617.1405, Florida
1242	Statutes, is amended to read:
1243	617.1405  Effect of dissolution.--
1244	(4)  The name of a dissolved corporation is shall not be
1245	available for assumption or use by another corporation until
1246	after 120 days after the effective date of dissolution unless
1247	the dissolved corporation provides the department with an
1248	affidavit, executed pursuant to s. 617.01201, authorizing the
1249	immediate assumption or use of the name by another corporation.
1250	Section 37.  Section 617.1407, Florida Statutes, is created
1251	to read:
1252	617.1407  Unknown claims against dissolved corporation.--
1253	(1)  A dissolved corporation or successor entity may
1254	execute one of the following procedures to resolve payment of
1255	unknown claims:
1256	(a)  A dissolved corporation or successor entity may file
1257	notice of its dissolution with the department on the form
1258	prescribed by the department and request that persons having
1259	claims against the corporation which are not known to the
1260	corporation or successor entity present them in accordance with
1261	the notice. The notice must:
1262	1.  State the name of the corporation and the date of
1263	dissolution;
1264	2.  Describe the information that must be included in a
1265	claim and provide a mailing address to which the claim may be
1266	sent; and
1267	3.  State that a claim against the corporation under this
1268	subsection is barred unless a proceeding to enforce the claim is
1269	commenced within 4 years after the filing of the notice.
1270	(b)  A dissolved corporation or successor entity may,
1271	within 10 days after filing articles of dissolution with the
1272	department, publish a "Notice of Corporate Dissolution." The
1273	notice must appear once a week for 2 consecutive weeks in a
1274	newspaper of general circulation in the county in the state in
1275	which the corporation has its principal office, if any, or, if
1276	none, in a county in the state in which the corporation owns
1277	real or personal property. Such newspaper shall meet the
1278	requirements as are prescribed by law for such purposes. The
1279	notice must:
1280	1.  State the name of the corporation and the date of
1281	dissolution;
1282	2.  Describe the information that must be included in a
1283	claim and provide a mailing address to which the claim may be
1284	sent; and
1285	3.  State that a claim against the corporation under this
1286	subsection is barred unless a proceeding to enforce the claim is
1287	commenced within 4 years after the date of the second
1288	consecutive weekly publication of the notice.
1289	(2)  If the dissolved corporation or successor entity
1290	complies with paragraph (1)(a) or paragraph (1)(b), the claim of
1291	each of the following claimants is barred unless the claimant
1292	commences a proceeding to enforce the claim against the
1293	dissolved corporation within 4 years after the date of filing
1294	the notice with the department or the date of the second
1295	consecutive weekly publication, as applicable:
1296	(a)  A claimant who did not receive written notice under s.
1297	617.1408(9), or whose claim is not provided for under s.
1298	617.1408(10), regardless of whether such claim is based on an
1299	event occurring before or after the effective date of
1300	dissolution.
1301	(b)  A claimant whose claim was timely sent to the
1302	dissolved corporation but on which no action was taken.
1303	(3)  A claim may be entered under this section:
1304	(a)  Against the dissolved corporation, to the extent of
1305	its undistributed assets; or
1306	(b)  If the assets have been distributed in liquidation,
1307	against a member of the dissolved corporation to the extent of
1308	such member's pro rata share of the claim or the corporate
1309	assets distributed to such member in liquidation, whichever is
1310	less; however, the aggregate liability of any member of a
1311	dissolved corporation may not exceed the amount distributed to
1312	the member in dissolution.
1313	Section 38.  Section 617.1408, Florida Statutes, is created
1314	to read:
1315	617.1408  Known claims against dissolved corporation.--
1316	(1)  A dissolved corporation or successor entity may
1317	dispose of the known claims against it by following the
1318	procedures described in subsections (2), (3), and (4).
1319	(2)  The dissolved corporation or successor entity shall
1320	deliver to each of its known claimants written notice of the
1321	dissolution at any time after its effective date. The written
1322	notice must:
1323	(a)  Provide a reasonable description of the claim that the
1324	claimant may be entitled to assert;
1325	(b)  State whether the claim is admitted or not admitted,
1326	in whole or in part, and, if admitted:
1327	1.  The amount that is admitted, which may be as of a given
1328	date; and
1329	2.  Any interest obligation if fixed by an instrument of
1330	indebtedness;
1331	(c)  Provide a mailing address where a claim may be sent;
1332	(d)  State the deadline, which must be at least 120 days
1333	after the effective date of the written notice, by which
1334	confirmation of the claim must be delivered to the dissolved
1335	corporation or successor entity; and
1336	(e)  State that the corporation or successor entity may
1337	make distributions thereafter to other claimants and the members
1338	of the corporation or persons interested as having been such
1339	without further notice.
1340	(3)  A dissolved corporation or successor entity may
1341	reject, in whole or in part, any claim made by a claimant
1342	pursuant to this section by mailing notice of such rejection to
1343	the claimant within 90 days after receipt of such claim and, in
1344	all events, at least 150 days before expiration of 3 years after
1345	the effective date of dissolution. The notice must be
1346	accompanied by a copy of this section.
1347	(4)  A dissolved corporation or successor entity electing
1348	to follow the procedures described in subsections (2) and (3)
1349	must also give notice of dissolution to persons having known
1350	claims that are contingent upon the occurrence or nonoccurrence
1351	of future events, or are otherwise conditional or unmatured, and
1352	request that such persons present such claims in accordance with
1353	the terms of the notice. The notice must be in substantially the
1354	same form, and sent in the same manner, as described in
1355	subsection (2).
1356	(5)  A dissolved corporation or successor entity shall
1357	offer any claimant whose known claim is contingent, conditional,
1358	or unmatured such security as the corporation or entity
1359	determines is sufficient to provide compensation to the claimant
1360	if the claim matures. The dissolved corporation or successor
1361	entity shall deliver such offer to the claimant within 90 days
1362	after receipt of such claim and, in all events, at least 150
1363	days before expiration of 3 years after the effective date of
1364	dissolution. If the claimant offered such security does not
1365	deliver in writing to the dissolved corporation or successor
1366	entity a notice rejecting the offer within 120 days after
1367	receipt of such offer, the claimant is deemed to have accepted
1368	such security as the sole source from which to satisfy his or
1369	her claim against the corporation.
1370	(6)  A dissolved corporation or successor entity that has
1371	given notice in accordance with subsections (2) and (4) shall
1372	petition the circuit court in the county where the corporation's
1373	principal office is located or was located on the effective date
1374	of dissolution to determine the amount and form of security
1375	which is sufficient to provide compensation to a claimant who
1376	has rejected the offer for security made pursuant to subsection
1377	(5).
1378	(7)  A dissolved corporation or successor entity that has
1379	given notice in accordance with subsection (2) shall petition
1380	the circuit court in the county where the corporation's
1381	principal office is located or was located on the effective date
1382	of dissolution to determine the amount and form of security
1383	which is sufficient to provide compensation to claimants whose
1384	claims are known to the corporation or successor entity but
1385	whose identities are unknown. The court shall appoint a guardian
1386	ad litem to represent all claimants whose identities are unknown
1387	in any proceeding brought under this subsection. The reasonable
1388	fees and expenses of such guardian, including all reasonable
1389	expert witness fees, shall be paid by the petitioner in such
1390	proceeding.
1391	(8)  The giving of any notice or making of any offer
1392	pursuant to this section does not revive any claim then barred,
1393	does not constitute acknowledgment by the dissolved corporation
1394	or successor entity that any person to whom such notice is sent
1395	is a proper claimant, and does not operate as a waiver of any
1396	defense or counterclaim in respect of any claim asserted by any
1397	person to whom such notice is sent.
1398	(9)  A dissolved corporation or successor entity that has
1399	followed the procedures described in subsections (2)-(7) shall:
1400	(a)  Pay the claims admitted or made and not rejected in
1401	accordance with subsection (3);
1402	(b)  Post the security offered and not rejected pursuant to
1403	subsection (5);
1404	(c)  Post any security ordered by the circuit court in any
1405	proceeding under subsections (6) and (7); and
1406	(d)  Pay or make provision for all other known obligations
1407	of the corporation or the successor entity. Such claims or
1408	obligations shall be paid in full, and any provision for
1409	payments shall be made in full if there are sufficient funds. If
1410	there are insufficient funds, the claims and obligations shall
1411	be paid or provided for according to their priority and, among
1412	claims of equal priority, ratably to the extent of funds legally
1413	available for payment. Any remaining funds shall be distributed
1414	in accordance with s. 617.1406; however, such distribution may
1415	not be made until 150 days after the date of the last notice of
1416	rejections given pursuant to subsection (3). In the absence of
1417	actual fraud, the judgment of the directors of the dissolved
1418	corporation or the governing persons of the successor entity as
1419	to the provisions made for the payment of all obligations under
1420	this paragraph is conclusive.
1421	(10)  A dissolved corporation or successor entity that has
1422	not followed the procedures described in subsections (2) and (3)
1423	shall pay or make reasonable provision to pay all known claims
1424	and obligations, including all contingent, conditional, or
1425	unmatured claims known to the corporation or the successor
1426	entity and all claims that are known to the dissolved
1427	corporation or the successor entity but for which the identity
1428	of the claimant is unknown. Such claims shall be paid in full,
1429	and any provision for payment made shall be made in full if
1430	there are sufficient funds. If there are insufficient funds,
1431	such claims and obligations shall be paid or provided for
1432	according to their priority and, among claims of equal priority,
1433	ratably to the extent of funds legally available for payment
1434	thereof. Any remaining funds shall be distributed in accordance
1435	with s. 617.1406.
1436	(11)  Directors of a dissolved corporation or governing
1437	persons of a successor entity that has complied with subsection
1438	(9) or subsection (10) are not personally liable to the
1439	claimants of the dissolved corporation.
1440	(12)  A member of a dissolved corporation the assets of
1441	which were distributed pursuant to subsection (9) or subsection
1442	(10) is not liable for any claim against the corporation greater
1443	than the member's pro rata share of the claim or the amount
1444	distributed to the member, whichever is less.
1445	(13)  A member of a dissolved corporation, the assets of
1446	which were distributed pursuant to subsection (9), is not liable
1447	for any claim against the corporation which is known to the
1448	corporation or successor entity and on which a proceeding is
1449	begun after the expiration of 3 years after the effective date
1450	of dissolution.
1451	(14)  The aggregate liability of any member of a dissolved
1452	corporation for claims against the dissolved corporation may not
1453	be greater than the amount distributed to the member in
1454	dissolution.
1455	Section 39.  Subsection (6) of section 617.1421, Florida
1456	Statutes, is repealed.
1457	Section 40.  Section 617.1422, Florida Statutes, is amended
1458	to read:
1459	617.1422  Reinstatement following administrative
1460	dissolution.--
1461	(1)(a)  A corporation administratively dissolved under s.
1462	617.1421 may apply to the department of State for reinstatement
1463	at any time after the effective date of dissolution. The
1464	corporation must submit a reinstatement form prescribed and
1465	furnished by the department or a current uniform business report
1466	signed by a registered agent and an officer or director and
1467	submit application must:
1468	1.  Recite the name of the corporation and the effective
1469	date of its administrative dissolution;
1470	2.  State that the ground or grounds for dissolution either
1471	did not exist or have been eliminated and that no further
1472	grounds currently exist for dissolution;
1473	3.  State that the corporation's name satisfies the
1474	requirements of s. 617.0401; and
1475	4.  State that all fees owed by the corporation and
1476	computed at the rate provided by law at the time the corporation
1477	applies for reinstatement. have been paid; or
1478	(b)  Submit a current annual report, signed by the
1479	registered agent and an officer or director, which substantially
1480	complies with the requirements of paragraph (a).
1481	(2)  If the department of State determines that the
1482	application contains the information required by subsection (1)
1483	and that the information is correct, it shall file the document,
1484	cancel the certificate of dissolution, and reinstate the
1485	corporation effective on the date which the reinstatement
1486	document is filed.
1487	(3)  When the reinstatement is effective, it relates back
1488	to and takes effect as of the effective date of the
1489	administrative dissolution and the corporation resumes carrying
1490	on its business affairs as if the administrative dissolution had
1491	never occurred.
1492	(4)  The name of the dissolved corporation is not available
1493	for assumption or use by another corporation until 1 year after
1494	the effective date of dissolution unless the dissolved
1495	corporation provides the department with an affidavit executed
1496	pursuant to s. 617.01201 authorizing the immediate assumption or
1497	use of the name by another corporation.
1498	(5)(4)  If the name of the dissolved corporation has been
1499	lawfully assumed in this state by another corporation, the
1500	department of State shall require the dissolved corporation to
1501	amend its articles of incorporation to change its name before
1502	accepting its application for reinstatement.
1503	Section 41.  Subsection (2) of section 617.1430, Florida
1504	Statutes, is amended to read:
1505	617.1430  Grounds for judicial dissolution.--A circuit
1506	court may dissolve a corporation:
1507	(2)  In a proceeding brought by at least 50 members or
1508	members holding at least 10 percent of the voting power,
1509	whichever is less, or by a member or group or percentage of
1510	members as otherwise provided in the articles of incorporation
1511	or bylaws, or by a director or any person authorized in the
1512	articles of incorporation, by a member if it is established
1513	that:
1514	(a)  The directors are deadlocked in the management of the
1515	corporate affairs, the members are unable to break the deadlock,
1516	and irreparable injury to the corporation is threatened or being
1517	suffered;
1518	(b)  The members are deadlocked in voting power and have
1519	failed to elect successors to directors whose terms have expired
1520	or would have expired upon qualification of their successors; or
1521	(c)  The corporate assets are being misapplied or wasted.
1522	Section 42.  Subsection (2) of section 617.1503, Florida
1523	Statutes, is amended to read:
1524	617.1503  Application for certificate of authority.--
1525	(2)  The foreign corporation shall deliver with the
1526	completed application a certificate of existence, (or a document
1527	of similar import,) duly authenticated, within not more than 90
1528	days prior to delivery of the application to the department of
1529	State, by the Secretary of State or other official having
1530	custody of corporate records in the jurisdiction under the law
1531	of which it is incorporated. A translation of the certificate,
1532	under oath of the translator, must be attached to a certificate
1533	that which is in a language other than the English language.
1534	Section 43.  Subsection (2) of section 617.1504, Florida
1535	Statutes, is amended to read:
1536	617.1504  Amended certificate of authority.--
1537	(2)  Such application shall be made within 90 30 days after
1538	the occurrence of any change mentioned in subsection (1), shall
1539	be made on forms prescribed by the department of State, shall be
1540	executed and filed in the same manner as an original application
1541	for authority, and shall set forth:
1542	(a)  The name of the foreign corporation as it appears on
1543	the department's records of the Department of State;
1544	(b)  The jurisdiction of its incorporation;
1545	(c)  The date it was authorized to conduct its affairs in
1546	this state;
1547	(d)  If the name of the foreign corporation has been
1548	changed, the name relinquished, the new name, a statement that
1549	the change of name has been effected under the laws of the
1550	jurisdiction of its incorporation, and the date the change was
1551	effected;
1552	(e)  If the period of duration has been changed, a
1553	statement of such change and the date the change was effected;
1554	(f)  If the jurisdiction of incorporation has been changed,
1555	a statement of such change and the date the change was effected;
1556	and
1557	(g)  If the purpose or purposes that which the corporation
1558	intends to pursue in this state have been changed, a statement
1559	of such new purpose or purposes, and a further statement that
1560	the corporation is authorized to pursue such purpose or purposes
1561	in the jurisdiction of its incorporation.
1562	Section 44.  Section 617.1506, Florida Statutes, is amended
1563	to read:
1564	617.1506  Corporate name of foreign corporation.--
1565	(1)  A foreign corporation may is not entitled to file an
1566	application for a certificate of authority unless the corporate
1567	name of such corporation satisfies the requirements of s.
1568	617.0401. To obtain or maintain a certificate of authority to
1569	transact business in this state, the foreign corporation:
1570	(a)  May add the word "corporation" or "incorporated" or
1571	the abbreviation "corp." or "inc." or words of like import,
1572	which as will clearly indicate that it is a corporation instead
1573	of a natural person or partnership or other business entity;
1574	however, to its corporate name for use in this state, provided,
1575	the name of a foreign corporation may not contain the word
1576	"company" or the abbreviation "co."; or
1577	(b)  May use an alternate name to transact business in this
1578	state if its real name is unavailable. Any alternate corporate
1579	name adopted for use in this state must be cross-referenced to
1580	the real corporate name in the records of the Division of
1581	Corporations. If the real corporate name of the corporation
1582	becomes available in this state or if the corporation chooses to
1583	change its alternate name and it delivers to the Department of
1584	State, for filing, a copy of the resolution of its board of
1585	directors, changing or withdrawing the alternate name and
1586	executed as required by s. 617.01201, must be delivered for
1587	filing adopting an alternate name.
1588	(2)  The corporate name, including the alternate name, of a
1589	foreign corporation must be distinguishable, within the records
1590	of the Division of Corporations, from:
1591	(a)  Any corporate name of a corporation for profit
1592	incorporated or authorized to transact business in this state.
1593	(b)(a)  The alternate name of another foreign corporation
1594	authorized to transact business in this state.
1595	(c)(b)  The corporate name of a not-for-profit corporation
1596	incorporated or authorized to transact business in this state.
1597	(d)(c)  The names of all other entities or filings, except
1598	fictitious name registrations pursuant to s. 865.09, organized,
1599	or registered under the laws of this state, that are on file
1600	with the Division of Corporations.
1601	(3)  If a foreign corporation authorized to transact
1602	business in this state changes its corporate name to one that
1603	does not satisfy the requirements of s. 617.0401 s. 607.0401,
1604	such corporation may not transact business in this state under
1605	the changed name until the corporation adopts a name satisfying
1606	the requirements of s. 617.0401 s. 607.0401.
1607	(4)  The corporate name must be distinguishable from the
1608	names of all other entities or filings, organized, registered,
1609	or reserved under the laws of the state that are on file with
1610	the Division of Corporations, except fictitious name
1611	registrations pursuant to s. 865.09.
1612	Section 45.  Subsection (6) of section 617.1530, Florida
1613	Statutes, is amended to read:
1614	617.1530  Grounds for revocation of authority to conduct
1615	affairs.--The department of State may commence a proceeding
1616	under s. 617.1531 to revoke the certificate of authority of a
1617	foreign corporation authorized to conduct its affairs in this
1618	state if:
1619	(6)  The department of State receives a duly authenticated
1620	certificate from the secretary of state or other official having
1621	custody of corporate records in the jurisdiction under the law
1622	of which the foreign corporation is incorporated stating that it
1623	has been dissolved or disappeared as the result of a merger.
1624	Section 46.  Subsection (5) of section 617.1601, Florida
1625	Statutes, is amended to read:
1626	617.1601  Corporate records.--
1627	(5)  A corporation shall keep a copy of the following
1628	records:
1629	(a)  Its articles of incorporation or restated articles of
1630	incorporation and all amendments to them currently in effect.
1631	(b)  Its bylaws or restated bylaws and all amendments to
1632	them currently in effect.
1633	(c)  The minutes of all members' meetings and records of
1634	all action taken by members without a meeting for the past 3
1635	years.
1636	(d)  Written communications to all members generally or all
1637	members of a class within the past 3 years.
1638	(e)  , including The financial statements required to be
1639	made available pursuant to s. 617.1605 furnished for the past 3
1640	years under s. 617.1605.
1641	(f)(e)  A list of the names and business street, or home if
1642	there is no business street, addresses of its current directors
1643	and officers.
1644	(g)(f)  Its most recent annual report delivered to the
1645	Department of State under s. 617.1622.
1646	Section 47.  Subsection (2) of section 617.1604, Florida
1647	Statutes, is amended to read:
1648	617.1604  Court-ordered inspection.--
1649	(2)  If the court orders inspection or copying of the
1650	records demanded, the court may it shall also order the
1651	corporation and the custodian of the particular records demanded
1652	to pay the member's costs, including reasonable attorney's fees,
1653	reasonably incurred to obtain the order and enforce its rights
1654	under this section unless the corporation proves that the
1655	corporation undertook reasonable efforts in good faith to
1656	provide the records and was unable to do so prior to the
1657	initiation of the action requesting production or proves that
1658	the corporation, or the officer, director, or agent, as the case
1659	may be, provides that it or he or she refused inspection in good
1660	faith because the corporation it or he or she had a reasonable
1661	basis for doubt about the right of the member to inspect or copy
1662	the records demanded.
1663	Section 48.  Subsections (1), (2), and (4) of section
1664	617.1602, Florida Statutes, are amended to read:
1665	617.1602  Inspection of records by members.--
1666	(1)  A member of a corporation is entitled to inspect and
1667	copy, during regular business hours at the corporation's
1668	principal office or at a reasonable location specified by the
1669	corporation, any of the records of the corporation described in
1670	s. 617.1601(5), if the member gives the corporation written
1671	notice of his or her demand at least 10 5 business days before
1672	the date on which he or she wishes to inspect and copy.
1673	(2)  A member of a corporation is entitled to inspect and
1674	copy, during regular business hours at a reasonable location
1675	specified by the corporation, any of the following records of
1676	the corporation if the member meets the requirements of
1677	subsection (3) and gives the corporation written notice of his
1678	or her demand at least 10 5 business days before the date on
1679	which he or she wishes to inspect and copy:
1680	(a)  Excerpts from minutes of any meeting of the board of
1681	directors, records of any action of a committee of the board of
1682	directors while acting in place of the board of directors on
1683	behalf of the corporation, minutes of any meeting of the
1684	members, and records of action taken by the members or board of
1685	directors without a meeting, to the extent not subject to
1686	inspection under subsection (1).
1687	(b)  Accounting records of the corporation.
1688	(c)  The record of members.
1689	(d)  Any other books and records.
1690	(4)  This section does not affect:
1691	(a)  The right of a member to inspect and copy records
1692	under s. 617.0730(6), or, if the member is in litigation with
1693	the corporation to inspect and copy records, to the same extent
1694	as any other litigant.
1695	(b)  The power of a court, independently of this chapter
1696	act, to compel the production of corporate records for
1697	examination.
1698	Section 49.  Section 617.1605, Florida Statutes, is amended
1699	to read:
1700	617.1605  Financial reports for members.--A corporation,
1701	upon a member's written demand, shall furnish that member its
1702	latest annual financial statements, which may be consolidated or
1703	combined statements of the corporation and one or more of its
1704	subsidiaries or affiliates, as appropriate, and which include a
1705	balance sheet as of the end of the fiscal year and a statement
1706	of operations for that year. If financial statements are
1707	prepared for the corporation on the basis of generally accepted
1708	accounting principles, the annual financial statements must also
1709	be prepared on such basis. Within 60 days following the end of
1710	the fiscal or calendar year or annually on such date as is
1711	otherwise provided in the bylaws of the corporation, the board
1712	of directors of the corporation shall mail or furnish by
1713	personal delivery to each member a complete financial report of
1714	actual receipts and expenditures for the previous 12 months. The
1715	report shall show the amounts of receipts by accounts and
1716	receipt classifications and shall show the amounts of expenses
1717	by accounts and expense classifications.
1718	Section 50.  Section 617.1703, Florida Statutes, is created
1719	to read:
1720	617.1703  Application of chapter.--In the event of any
1721	conflict between the provisions of this chapter and chapter 718
1722	regarding condominiums, chapter 719 regarding cooperatives,
1723	chapter 720 regarding homeowners' associations, chapter 721
1724	regarding timeshares, or chapter 723 regarding mobile home
1725	owners' associations, the provisions of such other chapters
1726	shall apply. The provisions of ss. 617.0605-617.0608 do not
1727	apply to corporations regulated by any of the foregoing chapters
1728	or to any other corporation where membership in the corporation
1729	is required pursuant to a document recorded in the county
1730	property records.
1731	Section 51.  Subsection (8) is added to section 617.1803,
1732	Florida Statutes, to read:
1733	617.1803  Domestication of foreign not-for-profit
1734	corporations.--
1735	(8)  When a domestication becomes effective:
1736	(a)  The title to all real and personal property, both
1737	tangible and intangible, of the foreign corporation remains in
1738	the domesticated corporation without reversion or impairment;
1739	(b)  The liabilities of the foreign corporation remain the
1740	liabilities of the domesticated corporation;
1741	(c)  An action or proceeding against the foreign
1742	corporation continues against the domesticated corporation as if
1743	the domestication had not occurred;
1744	(d)  The articles of incorporation attached to the
1745	certificate of domestication constitute the articles of
1746	incorporation of the domesticated corporation; and
1747	(e)  Membership interests in the foreign corporation remain
1748	identical in the domesticated corporation.
1749	Section 52.  Section 617.1806, Florida Statutes, is amended
1750	to read:
1751	617.1806  Conversion to corporation not for profit;
1752	petition and contents.--A petition for conversion to a
1753	corporation not for profit pursuant to s. 617.1805 shall be
1754	accompanied by the written consent of all the shareholders
1755	authorizing the change in the corporate nature and directing an
1756	authorized officer to file such petition before the court,
1757	together with a statement agreeing to accept all the property of
1758	the petitioning corporation and agreeing to assume and pay all
1759	its indebtedness and liabilities, and the proposed articles of
1760	incorporation signed by the president and secretary of the
1761	petitioning corporation which shall set forth the provisions
1762	required in original articles of incorporation by s. 617.0202.
1763	Section 53.  Section 617.1907, Florida Statutes, is amended
1764	to read:
1765	617.1907  Effect of repeal or amendment of prior acts.--
1766	(1)  Except as provided in subsection (2), the repeal or
1767	amendment of a statute by this chapter act does not affect:
1768	(a)  The operation of the statute or any action taken under
1769	it before its repeal or amendment;
1770	(b)  Any ratification, right, remedy, privilege,
1771	obligation, or liability acquired, accrued, or incurred under
1772	the statute before its repeal or amendment;
1773	(c)  Any violation of the statute, or any penalty,
1774	forfeiture, or punishment incurred because of the violation,
1775	before its repeal or amendment; or
1776	(d)  Any proceeding, reorganization, or dissolution
1777	commenced under the statute before its repeal or amendment, and
1778	the proceeding, reorganization, or dissolution may be completed
1779	in accordance with the statute as if it had not been repealed or
1780	amended.
1781	(2)  If a penalty or punishment imposed for violation of a
1782	statute repealed or amended by this chapter act is reduced by
1783	this act, the penalty or punishment if not already imposed shall
1784	be imposed in accordance with this chapter act.
1785	Section 54.  Section 617.2103, Florida Statutes, is
1786	repealed.
1787	Section 55.  Except as otherwise expressly provided in this
1788	act and except for this section, which shall take effect upon
1789	becoming a law, this act shall take effect October 1, 2009.

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