Florida Senate - 2009                          SENATOR AMENDMENT
       Bill No. CS for HB 1517
       
       
       
       
       
       
                                Barcode 579952                          
       
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
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                 Floor: WD/2R          .                                
             04/28/2009 03:07 PM       .                                
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       Senator Fasano moved the following:
       
    1         Senate Amendment (with title amendment)
    2  
    3         Delete line 37
    4  and insert:
    5         Section 2. Subsection (4) of section 607.0501, Florida
    6  Statutes, is amended to read:
    7         607.0501 Registered office and registered agent.—
    8         (4) The Department of State shall maintain an accurate
    9  record of the registered agents and registered offices for the
   10  service of process and shall furnish any information disclosed
   11  thereby promptly upon request and payment of the required fee.
   12  There shall be no charge for telephone requests for general
   13  corporate information, including the corporation’s status, names
   14  of officers and directors, address of principal place of
   15  business, and name and address of registered agent.
   16         Section 3. Subsection (4) of section 607.1406, Florida
   17  Statutes, is amended to read:
   18         607.1406 Known claims against dissolved corporation.—
   19         (4) A dissolved corporation or successor entity electing to
   20  follow the procedures described in subsections (2) and (3) shall
   21  also give notice of the dissolution of the corporation to
   22  persons with known claims, that are contingent upon the
   23  occurrence or nonoccurrence of future events or otherwise
   24  conditional or unmatured, and request that such persons present
   25  such claims in accordance with the terms of such notice. Such
   26  notice shall be in substantially the same form, and sent in the
   27  same manner, as described in subsection (2).
   28         Section 4. Effective upon this act becoming a law and
   29  applicable to all fiscal years ending on or after December 31,
   30  2008, subsection (3) of section 607.1620, Florida Statutes, is
   31  amended, and subsection (5) is added to that section, to read:
   32         607.1620 Financial statements for shareholders.—
   33         (3) Any A corporation required by subsection (1) to furnish
   34  annual financial statements to its shareholders shall furnish
   35  mail the annual financial statements to each shareholder within
   36  120 days after the close of each fiscal year or within such
   37  additional time thereafter as is reasonably necessary to enable
   38  the corporation to prepare its financial statements if, for
   39  reasons beyond the corporation’s control, it is unable to
   40  prepare its financial statements within the prescribed period.
   41  Thereafter, on written request from a shareholder who was not
   42  furnished mailed the statements, the corporation shall furnish
   43  mail him or her the latest annual financial statements.
   44         (5)The requirement to furnish annual financial statements
   45  as described in this section shall be satisfied by sending the
   46  annual financial statements by mail or by electronic
   47  transmission. If a corporation has an outstanding class of
   48  securities registered under s. 12 of the Securities Exchange Act
   49  of 1934, as amended, the requirement to furnish annual financial
   50  statements may be satisfied by complying with 17 C.F.R. s.
   51  240.14a-16, as amended, with respect to the obligation of a
   52  corporation to furnish an annual report to shareholders pursuant
   53  to 17 C.F.R. s. 240.14a-3(b), as amended.
   54         Section 5. Subsections (4), (6), and (9) of section
   55  617.01201, Florida Statutes, are amended to read:
   56         617.01201 Filing requirements.—
   57         (4) The document must be typewritten or printed and must be
   58  legible. If electronically transmitted, the document must be in
   59  a format that may be retrieved or reproduced in typewritten or
   60  printed form.
   61         (6) The document must be executed:
   62         (a) By a director the chair or any vice chair of the board
   63  of directors of a domestic or foreign corporation, or by its
   64  president or by another of its officers;
   65         (b) If directors or officers have not been selected or the
   66  corporation has not been formed, by an incorporator; or
   67         (c) If the corporation is in the hands of a receiver,
   68  trustee, or other court-appointed fiduciary, by the that
   69  fiduciary.
   70         (9) The document must be delivered to the office of the
   71  department of State for filing. Delivery may be made by
   72  electronic transmission if and to the extent allowed by the
   73  department. If the document is filed in typewritten or printed
   74  form and not transmitted electronically, the department may
   75  require that and may be accompanied by one exact or conformed
   76  copy be delivered with the document, (except as provided in s.
   77  617.1508. The document), and must be accompanied by the correct
   78  filing fee and any other tax or penalty required by this act or
   79  other law.
   80         Section 6. Subsection (7) of section 617.0122, Florida
   81  Statutes, is amended to read:
   82         617.0122 Fees for filing documents and issuing
   83  certificates.—The Department of State shall collect the
   84  following fees on documents delivered to the department for
   85  filing:
   86         (7) Agent’s statement of resignation from inactive
   87  administratively dissolved corporation: $35.
   88  
   89  Any citizen support organization that is required by rule of the
   90  Department of Environmental Protection to be formed as a
   91  nonprofit organization and is under contract with the department
   92  is exempt from any fees required for incorporation as a
   93  nonprofit organization, and the Secretary of State may not
   94  assess any such fees if the citizen support organization is
   95  certified by the Department of Environmental Protection to the
   96  Secretary of State as being under contract with the Department
   97  of Environmental Protection.
   98         Section 7. Subsections (1) and (2) of section 617.0124,
   99  Florida Statutes, are amended to read:
  100         617.0124 Correcting filed document.—
  101         (1) A domestic or foreign corporation may correct a
  102  document filed by the department of State within 30 10 business
  103  days after filing if the document:
  104         (a) The document contains an incorrect statement; or
  105         (b) The document was defectively executed, attested,
  106  sealed, verified, or acknowledged; or.
  107         (c)The electronic transmission of the document was
  108  defective.
  109         (2) A document is corrected:
  110         (a) By preparing articles of correction that:
  111         1. Describe the document, (including its filing date) or
  112  attach a copy of it to the articles;
  113         2. Specify the incorrect statement and the reason it is
  114  incorrect or the manner in which the execution was defective;
  115  and
  116         3. Correct the incorrect statement or defective execution;
  117  and
  118         (b) By delivering the executed articles of correction to
  119  the department of State for filing.
  120         Section 8. Section 617.01401, Florida Statutes, is amended
  121  to read:
  122         617.01401 Definitions.—As used in this chapter act, unless
  123  the context otherwise requires, the term:
  124         (1) “Articles of incorporation” includes original, amended,
  125  and restated articles of incorporation, articles of
  126  consolidation, and articles of merger, and all amendments
  127  thereto, including documents designated by the laws of this
  128  state as charters, and, in the case of a foreign corporation,
  129  documents equivalent to articles of incorporation in the
  130  jurisdiction of incorporation.
  131         (2) “Board of directors” means the group of persons vested
  132  with the management of the affairs of the corporation
  133  irrespective of the name by which such group is designated,
  134  including, but not limited to, managers or trustees.
  135         (3) “Bylaws” means the code or codes of rules adopted for
  136  the regulation or management of the affairs of the corporation
  137  irrespective of the name or names by which such rules are
  138  designated.
  139         (4) “Corporation” or “domestic corporation” means a
  140  corporation not for profit, subject to the provisions of this
  141  chapter act, except a foreign corporation.
  142         (5) “Corporation not for profit” means a corporation no
  143  part of the income or profit of which is distributable to its
  144  members, directors, or officers, except as otherwise provided
  145  under this chapter.
  146         (6)“Department” means the Department of State.
  147         (7)“Distribution” means the payment of a dividend or any
  148  part of the income or profit of a corporation to its members,
  149  directors, or officers. A donation or transfer of corporate
  150  assets or income to or from another not-for-profit corporation
  151  qualified as tax-exempt under s. 501(c) of the Internal Revenue
  152  Code or a governmental organization exempt from federal and
  153  state income taxes, if such corporation or governmental
  154  organization is a member of the corporation making such donation
  155  or transfer, is not a distribution for purposes of this chapter.
  156         (8)(6) “Electronic transmission” means any form of
  157  communication, not directly involving the physical transmission
  158  or transfer of paper, which creates a record that may be
  159  retained, retrieved, and reviewed by a recipient thereof and
  160  which may be directly reproduced in a comprehensible and legible
  161  paper form by such recipient through an automated process.
  162  Examples of electronic transmission include, but are not limited
  163  to, telegrams, facsimile transmissions of images, and text that
  164  is sent via electronic mail between computers.
  165         (9)(7) “Foreign corporation” means a corporation not for
  166  profit organized under laws other than the laws of this state.
  167         (10)(8) “Insolvent” means the inability of a corporation to
  168  pay its debts as they become due in the usual course of its
  169  affairs.
  170         (11)(9) “Mail” means the United States mail, facsimile
  171  transmissions, and private mail carriers handling nationwide
  172  mail services.
  173         (12)(10) “Member” means one having membership rights in a
  174  corporation in accordance with the provisions of its articles of
  175  incorporation or bylaws or the provisions of this chapter act.
  176         (13)“Mutual benefit corporation” means a domestic
  177  corporation that is not organized primarily or exclusively for
  178  religious purposes; is not recognized as exempt under s.
  179  501(c)(3) of the Internal Revenue Code; and is not organized for
  180  a public or charitable purpose that is required upon its
  181  dissolution to distribute its assets to the United States, a
  182  state, a local subdivision thereof, or a person that is
  183  recognized as exempt under s. 501(c)(3) of the Internal Revenue
  184  Code. The term does not include an association organized under
  185  chapter 718, chapter 719, chapter 720, or chapter 721, or any
  186  corporation where membership in the corporation is required
  187  pursuant to a document recorded in county property records.
  188         (14)(11) “Person” includes individual and entity.
  189         (15)“Successor entity” means any trust, receivership, or
  190  other legal entity that is governed by the laws of this state to
  191  which the remaining assets and liabilities of a dissolved
  192  corporation are transferred and that exists solely for the
  193  purposes of prosecuting and defending suits by or against the
  194  dissolved corporation and enabling the dissolved corporation to
  195  settle and close the business of the dissolved corporation, to
  196  dispose of and convey the property of the dissolved corporation,
  197  to discharge the liabilities of the dissolved corporation, and
  198  to distribute to the dissolved corporation’s members any
  199  remaining assets, but not for the purpose of continuing the
  200  business for which the dissolved corporation was organized.
  201         (16)“Voting power” means the total number of votes
  202  entitled to be cast for the election of directors at the time
  203  the determination of voting power is made, excluding a vote that
  204  is contingent upon the happening of a condition or event that
  205  has not yet occurred. If the members of a class are entitled to
  206  vote as a class to elect directors, the determination of the
  207  voting power of the class is based on the percentage of the
  208  number of directors the class is entitled to elect relative to
  209  the total number of authorized directors. If the corporation’s
  210  directors are not elected by the members, voting power shall,
  211  unless otherwise provided in the articles of incorporation or
  212  bylaws, be on a one-member, one-vote basis.
  213         Section 9. Subsection (1) of section 617.0205, Florida
  214  Statutes, is amended to read:
  215         617.0205 Organizational meeting of directors.—
  216         (1) After incorporation:
  217         (a) If initial directors are named in the articles of
  218  incorporation, the initial directors shall hold an
  219  organizational meeting, at the call of a majority of the
  220  directors, to complete the organization of the corporation by
  221  appointing officers, adopting bylaws, and carrying on any other
  222  business brought before the meeting;
  223         (b) If initial directors are not named in the articles of
  224  incorporation, the incorporators shall hold an organizational
  225  meeting at the call of a majority of the incorporators:
  226         1. To elect directors and complete the organization of the
  227  corporation; or
  228         2. To elect a board of directors who shall complete the
  229  organization of the corporation.
  230         Section 10. Section 617.0302, Florida Statutes, is amended
  231  to read:
  232         617.0302 Corporate powers.—Every corporation not for profit
  233  organized under this chapter act, unless otherwise provided in
  234  its articles of incorporation or bylaws, shall have power to:
  235         (1) Have succession by its corporate name for the period
  236  set forth in its articles of incorporation.
  237         (2) Sue and be sued and appear and defend in all actions
  238  and proceedings in its corporate name to the same extent as a
  239  natural person.
  240         (3) Adopt, use, and alter a common corporate seal. However,
  241  such seal must always contain the words “corporation not for
  242  profit.”
  243         (4) Elect or appoint such officers and agents as its
  244  affairs shall require and allow them reasonable compensation.
  245         (5) Adopt, change, amend, and repeal bylaws, not
  246  inconsistent with law or its articles of incorporation, for the
  247  administration of the affairs of the corporation and the
  248  exercise of its corporate powers.
  249         (6) Increase, by a vote of its members cast as the bylaws
  250  may direct, the number of its directors so that the number shall
  251  not be less than three but may be any number in excess thereof.
  252         (7) Make contracts and guaranties, incur liabilities,
  253  borrow money at such rates of interest as the corporation may
  254  determine, issue its notes, bonds, and other obligations, and
  255  secure any of its obligations by mortgage and pledge of all or
  256  any of its property, franchises, or income.
  257         (8) Conduct its affairs, carry on its operations, and have
  258  offices and exercise the powers granted by this act in any
  259  state, territory, district, or possession of the United States
  260  or any foreign country.
  261         (9) Purchase, take, receive, lease, take by gift, devise,
  262  or bequest, or otherwise acquire, own, hold, improve, use, or
  263  otherwise deal in and with real or personal property, or any
  264  interest therein, wherever situated.
  265         (10) Acquire, enjoy, utilize, and dispose of patents,
  266  copyrights, and trademarks and any licenses and other rights or
  267  interests thereunder or therein.
  268         (11) Sell, convey, mortgage, pledge, lease, exchange,
  269  transfer, or otherwise dispose of all or any part of its
  270  property and assets.
  271         (12) Purchase, take, receive, subscribe for, or otherwise
  272  acquire, own, hold, vote, use, employ, sell, mortgage, lend,
  273  pledge, or otherwise dispose of and otherwise use and deal in
  274  and with, shares and other interests in, or obligations of,
  275  other domestic or foreign corporations, whether for profit or
  276  not for profit, associations, partnerships, or individuals, or
  277  direct or indirect obligations of the United States, or of any
  278  other government, state, territory, governmental district,
  279  municipality, or of any instrumentality thereof.
  280         (13) Lend money for its corporate purposes, invest and
  281  reinvest its funds, and take and hold real and personal property
  282  as security for the payment of funds loaned or invested except
  283  as prohibited by s. 617.0833.
  284         (14) Make donations for the public welfare or for
  285  religious, charitable, scientific, educational, or other similar
  286  purposes.
  287         (15) Have and exercise all powers necessary or convenient
  288  to effect any or all of the purposes for which the corporation
  289  is organized.
  290         (16) Merge with other corporations or other business
  291  entities identified in s. 607.1108(1), both for profit and not
  292  for profit, domestic and foreign, if the surviving corporation
  293  or other surviving business entity is a corporation not for
  294  profit or other business entity that has been organized as a
  295  not-for-profit entity under a governing statute or other
  296  applicable law that permits such a merger.
  297         Section 11. Subsection (4) of section 617.0501, Florida
  298  Statutes, is amended to read:
  299         617.0501 Registered office and registered agent.—
  300         (4) The Department of State shall maintain an accurate
  301  record of the registered agents and registered offices for the
  302  service of process and shall furnish any information disclosed
  303  thereby promptly upon request and payment of the required fee.
  304  There shall be no charge for telephone requests for general
  305  corporate information, including the corporation’s status, names
  306  of officers and directors, address of principal place of
  307  business, and name and address of resident agent.
  308         Section 12. Subsection (12) is added to section 617.0503,
  309  Florida Statutes, to read:
  310         617.0503 Registered agent; duties; confidentiality of
  311  investigation records.—
  312         (12)Any alien business organization may withdraw its
  313  registered agent designation by delivering an application for
  314  certificate of withdrawal to the department for filing. The
  315  application shall set forth:
  316         (a)The name of the alien business organization and the
  317  jurisdiction under the law of which it is incorporated or
  318  organized; and
  319         (b)That the alien business organization is no longer
  320  required to maintain a registered agent in this state.
  321         Section 13. Section 617.0505, Florida Statutes, is amended
  322  to read:
  323         617.0505 Distributions; exceptions Payment of dividends and
  324  distribution of income to members prohibited; issuance of
  325  certificates of membership; effect of stock issued under prior
  326  law.—
  327         (1)Except as authorized in s. 617.1302, A dividend may not
  328  be paid, and any part of the income or profit of a corporation
  329  may not make distributions be distributed, to its members,
  330  directors, or officers.
  331         (1) A mutual benefit corporation, such as a private club
  332  that is established for social, pleasure, or recreational
  333  purposes and that is organized as a corporation of which the
  334  equity interests are held by the members, may, subject to s.
  335  617.1302, purchase the equity membership interest of any member,
  336  and the payment for such interest is not a distribution for
  337  purposes of this section.
  338         (2) A corporation may pay compensation in a reasonable
  339  amount to its members, directors, or officers for services
  340  rendered, may confer benefits upon its members in conformity
  341  with its purposes, and, upon dissolution or final liquidation,
  342  may make distributions to its members as permitted by this
  343  chapter act.
  344         (3) If expressly permitted by its articles of
  345  incorporation, a corporation may make distributions upon partial
  346  liquidation to its members, as permitted by this section. Any
  347  such payment, benefit, or distribution does not constitute a
  348  dividend or a distribution of income or profit for purposes of
  349  this section.
  350         (4)A Any corporation that which is a utility exempt from
  351  regulation under s. 367.022(7), whose articles of incorporation
  352  state that it is exempt from taxation under s. 501(c)(12) of the
  353  Internal Revenue Code, may make such refunds to its members,
  354  prior to a dissolution or liquidation, as its managing board
  355  deems necessary to establish or preserve its tax-exempt status.
  356  Any such refund does not constitute a dividend or a distribution
  357  of income or profit for purposes of this section.
  358         (5)A corporation that is regulated by chapter 718, chapter
  359  719, chapter 720, chapter 721, or chapter 723, or a corporation
  360  where membership in such corporation is required pursuant to a
  361  document recorded in the county property records, may make
  362  refunds to its members, giving credits to its members,
  363  disbursing insurance proceeds to its members, or disbursing or
  364  paying settlements to its members without violating this
  365  section.
  366         (2)Subject to subsection (1), a corporation may issue
  367  certificates in any form evidencing membership in the
  368  corporation.
  369         (3)Stock certificates issued under former s. 617.011(2),
  370  Florida Statutes (1989), constitute membership certificates for
  371  purposes of this act.
  372         Section 14. Subsections (1), (2), and (5) of section
  373  617.0601, Florida Statutes, are amended to read:
  374         617.0601 Members, generally.—
  375         (1)(a) A corporation may have one or more classes of
  376  members or may have no members. If the corporation has one or
  377  more classes of members, the designation of such class or
  378  classes, the qualifications and rights of the members of each
  379  class, any quorum and voting requirements for meetings and
  380  activities of the members, and notice requirements sufficient to
  381  provide notice of meetings and activities of the members must be
  382  set forth in the articles of incorporation or in the bylaws.
  383         (b) The articles of incorporation or bylaws of any
  384  corporation not for profit that maintains chapters or affiliates
  385  may grant representatives of such chapters or affiliates the
  386  right to vote in conjunction with the board of directors of the
  387  corporation notwithstanding applicable quorum or voting
  388  requirements of this chapter act if the corporation is
  389  registered with the department of State pursuant to ss. 496.401
  390  496.424 ss. 496.001-496.011, the Solicitation of Contributions
  391  Funds Act.
  392         (c) This subsection does not apply to any condominium
  393  association organized under chapter 718.
  394         (2) A corporation may issue certificates of membership.
  395  Stock certificates issued under former s. 617.011(2), Florida
  396  Statutes 1989, constitute certificates of membership for
  397  purposes of this section.
  398         (5) Membership in the corporation may be terminated in the
  399  manner provided by law, by the articles of incorporation, or by
  400  the bylaws, and A resignation, expulsion, suspension, or
  401  termination of membership pursuant to s. 617.0606 or s. 617.0607
  402  shall be recorded in the membership book. Unless otherwise
  403  provided in the articles of incorporation or the bylaws, all the
  404  rights and privileges of a member cease on termination of
  405  membership.
  406         Section 15. Section 617.0605, Florida Statutes, is created
  407  to read:
  408         617.0605Transfer of membership interests.—
  409         (1)A member of a corporation may not transfer a membership
  410  or any right arising from membership except as otherwise allowed
  411  in this section.
  412         (2)Except as set forth in the articles of incorporation or
  413  bylaws of a mutual benefit corporation, a member of a mutual
  414  benefit corporation may not transfer a membership or any right
  415  arising from membership.
  416         (3)If transfer rights have been provided for one or more
  417  members of a mutual benefit corporation, a restriction on such
  418  rights is not binding with respect to a member holding a
  419  membership issued before the adoption of the restriction unless
  420  the restriction is approved by the members and the affected
  421  member.
  422         Section 16. Section 617.0606, Florida Statutes, is created
  423  to read:
  424         617.0606Resignation of members.—
  425         (1)Except as may be provided in the articles of
  426  incorporation or bylaws of a corporation, a member of a mutual
  427  benefit corporation may not transfer a membership or any right
  428  arising from membership.
  429         (2)The resignation of a member does not relieve the member
  430  from any obligations that the member may have to the corporation
  431  as a result of obligations incurred or commitments made before
  432  resignation.
  433         Section 17. Section 617.0607, Florida Statutes, is created
  434  to read:
  435         617.0607Termination, expulsion, and suspension.—
  436         (1)A member of a corporation may not be expelled or
  437  suspended, and a membership in the corporation may not be
  438  terminated or suspended, except pursuant to a procedure that is
  439  fair and reasonable and is carried out in good faith.
  440         (2)Any written notice given by mail must be delivered by
  441  certified mail or first-class mail to the last address of the
  442  member shown on the records of the corporation.
  443         (3)Any proceeding challenging an expulsion, suspension, or
  444  termination, including a proceeding in which the defective
  445  notice is alleged, must be commenced within 1 year after the
  446  effective date of the expulsion, suspension, or termination.
  447         (4)A member who has been expelled or suspended may be
  448  liable to the corporation for dues, assessments, or fees as a
  449  result of obligations incurred or commitments made before
  450  expulsion or suspension.
  451         Section 18. Section 617.0608, Florida Statutes, is created
  452  to read:
  453         617.0608Purchase of memberships.—
  454         (1)A corporation may not purchase any of its memberships
  455  or any right arising from membership except as provided in s.
  456  617.0505 or subsection (2).
  457         (2)Subject to s. 617.1302, a mutual benefit corporation
  458  may purchase the membership of a member who resigns, or whose
  459  membership is terminated, for the amount and pursuant to the
  460  conditions set forth in its articles of incorporation or bylaws.
  461         Section 19. Subsections (3), (4), and (6) of section
  462  617.0701, Florida Statutes, are amended to read:
  463         617.0701 Meetings of members, generally; failure to hold
  464  annual meeting; special meeting; consent to corporate actions
  465  without meetings; waiver of notice of meetings.—
  466         (3) Except as provided in the articles of incorporation or
  467  bylaws, special meetings of the members may be called by:
  468         (a) The president;,
  469         (b) The chair of the board of directors;,
  470         (c) The board of directors;, or such
  471         (d) Other officers or persons as are provided for in the
  472  articles of incorporation or the bylaws;.
  473         (e)The holders of at least 5 percent of the voting power
  474  of a corporation when one or more written demands for the
  475  meeting, which describe the purpose for which the meeting is to
  476  be held, are signed, dated, and delivered to a corporate
  477  officer; or
  478         (f)A person who signs a demand for a special meeting
  479  pursuant to paragraph (e) if notice for a special meeting is not
  480  given within 30 days after receipt of the demand. The person
  481  signing the demand may set the time and place of the meeting and
  482  give notice under this subsection.
  483         (4)(a) Unless otherwise provided in the articles of
  484  incorporation, action required or permitted by this chapter act
  485  to be taken at an annual or special meeting of members may be
  486  taken without a meeting, without prior notice, and without a
  487  vote if the action is taken by the members entitled to vote on
  488  such action and having not less than the minimum number of votes
  489  necessary to authorize such action at a meeting at which all
  490  members entitled to vote on such action were present and voted.
  491         (a)In order To be effective, the action must be evidenced
  492  by one or more written consents describing the action taken,
  493  dated and signed by approving members having the requisite
  494  number of votes and entitled to vote on such action, and
  495  delivered to the corporation by delivery to its principal office
  496  in this state, its principal place of business, the corporate
  497  secretary, or another officer or agent of the corporation having
  498  custody of the book in which proceedings of meetings of members
  499  are recorded. Written consent shall not be effective to take the
  500  corporate action referred to in the consent is not effective
  501  unless the consent is signed by members having the requisite
  502  number of votes necessary to authorize the action within 90 60
  503  days after of the date of the earliest dated consent and is
  504  delivered in the manner required by this section.
  505         (b) Any written consent may be revoked prior to the date
  506  that the corporation receives the required number of consents to
  507  authorize the proposed action. A revocation is not effective
  508  unless in writing and until received by the corporation at its
  509  principal office in this state or its principal place of
  510  business, or received by the corporate secretary or other
  511  officer or agent of the corporation having custody of the book
  512  in which proceedings of meetings of members are recorded.
  513         (c) Within 30 10 days after obtaining such authorization by
  514  written consent, notice must be given to those members who are
  515  entitled to vote on the action but who have not consented in
  516  writing. The notice must fairly summarize the material features
  517  of the authorized action.
  518         (d) A consent signed under this section has the effect of a
  519  meeting vote and may be described as such in any document.
  520         (e) If the action to which the members consent is such as
  521  would have required the filing of articles or a certificate
  522  under any other section of this chapter act if such action had
  523  been voted on by members at a meeting thereof, the articles or
  524  certificate filed under such other section must state that
  525  written consent has been given in accordance with the provisions
  526  of this section.
  527         (f) Whenever action is taken pursuant to this section, the
  528  written consent of the members consenting to such action or the
  529  written reports of inspectors appointed to tabulate such
  530  consents must be filed with the minutes of member proceedings of
  531  members.
  532         (6) Subsections (1) and (3) do not apply to any corporation
  533  that is an association as defined in s. 720.301; a corporation
  534  regulated by chapter 718, chapter 719, chapter 720, chapter 721,
  535  or chapter 723; or a corporation when membership in such
  536  corporation is required pursuant to a document recorded in the
  537  county property records.
  538         Section 20. Section 617.0721, Florida Statutes, is amended
  539  to read:
  540         617.0721 Voting by members.—
  541         (1) Members are not entitled to vote except as conferred by
  542  the articles of incorporation or the bylaws.
  543         (2) A member who is entitled to vote may vote in person or,
  544  unless the articles of incorporation or the bylaws otherwise
  545  provide, may vote by proxy executed in writing by the member or
  546  by his or her duly authorized attorney in fact. An appointment
  547  of a proxy is not valid after 11 months following the date of
  548  its execution unless otherwise provided in the proxy.
  549         (a) If directors or officers are to be elected by members,
  550  the bylaws may provide that such elections may be conducted by
  551  mail.
  552         (b)A corporation may reject a vote, consent, waiver, or
  553  proxy appointment if the secretary or other officer or agent
  554  authorized to tabulate votes, acting in good faith, has a
  555  reasonable basis for doubting the validity of the signature on
  556  it or the signatory’s authority to sign for the member.
  557         (3)If authorized by the board of directors, and subject to
  558  such guidelines and procedures as the board of directors may
  559  adopt, members and proxy holders who are not physically present
  560  at a meeting may, by means of remote communication:
  561         (a)Participate in the meeting.
  562         (b)Be deemed to be present in person and vote at the
  563  meeting if:
  564         1.The corporation implements reasonable means to verify
  565  that each person deemed present and authorized to vote by means
  566  of remote communication is a member or proxy holder; and
  567         2.The corporation implements reasonable measures to
  568  provide such members or proxy holders with a reasonable
  569  opportunity to participate in the meeting and to vote on matters
  570  submitted to the members, including an opportunity to
  571  communicate and to read or hear the proceedings of the meeting
  572  substantially concurrent with the proceedings.
  573  
  574  If any member or proxy holder votes or takes other action by
  575  means of remote communication, a record of that member’s
  576  participation in the meeting must be maintained by the
  577  corporation in accordance with s. 617.1601.
  578         (4)(3) If any corporation, whether for profit or not for
  579  profit, is a member of a corporation organized under this
  580  chapter act, the chair of the board, president, any vice
  581  president, the secretary, or the treasurer of the member
  582  corporation, and any such officer or cashier or trust officer of
  583  a banking or trust corporation holding such membership, and any
  584  like officer of a foreign corporation whether for profit or not
  585  for profit, holding membership in a domestic corporation, shall
  586  be deemed by the corporation in which membership is held to have
  587  the authority to vote on behalf of the member corporation and to
  588  execute proxies and written waivers and consents in relation
  589  thereto, unless, before a vote is taken or a waiver or consent
  590  is acted upon, it appears pursuant to is made to appear by a
  591  certified copy of the bylaws or resolution of the board of
  592  directors or executive committee of the member corporation that
  593  such authority does not exist or is vested in some other officer
  594  or person. In the absence of such certification, a person
  595  executing any such proxies, waivers, or consents or presenting
  596  himself or herself at a meeting as one of such officers of a
  597  corporate member shall be, for the purposes of this section,
  598  conclusively deemed to be duly elected, qualified, and acting as
  599  such officer and to be fully authorized. In the case of
  600  conflicting representation, the corporate member shall be deemed
  601  to be represented by its senior officer, in the order first
  602  stated in this subsection.
  603         (5)(4) The articles of incorporation or the bylaws may
  604  provide that, in all elections for directors, every member
  605  entitled to vote has the right to cumulate his or her votes and
  606  to give one candidate a number of votes equal to the number of
  607  votes he or she could give if one director were being elected
  608  multiplied by the number of directors to be elected or to
  609  distribute such votes on the same principles among any number of
  610  such candidates. A corporation may not have cumulative voting
  611  unless such voting is expressly authorized in the articles of
  612  incorporation.
  613         (6)(5) If a corporation has no members or its members do
  614  not have the right to vote, the directors shall have the sole
  615  voting power.
  616         (7)(6) Subsections (1), (2), (5) (4), and (6) (5) do not
  617  apply to a corporation that is an association as defined in s.
  618  720.301.
  619         Section 21. Section 617.0725, Florida Statutes, is amended
  620  to read:
  621         617.0725 Quorum.—An amendment to the articles of
  622  incorporation or the bylaws which adds, that changes, or deletes
  623  a greater or lesser quorum or voting requirement must meet the
  624  same quorum or voting requirement and be adopted by the same
  625  vote and voting groups required to take action under the quorum
  626  and voting requirements then in effect or proposed to be
  627  adopted, whichever is greater prescribed in the provision being
  628  amended.
  629         Section 22. Section 617.07401, Florida Statutes, is created
  630  to read:
  631         617.07401Members’ derivative actions.—
  632         (1)A person may not commence a proceeding in the right of
  633  a domestic or foreign corporation unless the person was a member
  634  of the corporation when the transaction complained of occurred
  635  or unless the person became a member through transfer by
  636  operation of law from one who was a member at that time.
  637         (2)A complaint in a proceeding brought in the right of a
  638  domestic or foreign corporation must be verified and allege with
  639  particularity the demand made to obtain action by the board of
  640  directors and that the demand was refused or ignored by the
  641  board of directors for at least 90 days after the date of the
  642  first demand unless, before the expiration of the 90 days, the
  643  person was notified in writing that the corporation rejected the
  644  demand, or unless irreparable injury to the corporation would
  645  result by waiting for the expiration of the 90-day period. If
  646  the corporation commences an investigation of the charges made
  647  in the demand or complaint, the court may stay any proceeding
  648  until the investigation is completed.
  649         (3)The court may dismiss a derivative proceeding if, on
  650  motion by the corporation, the court finds that one of the
  651  groups specified in paragraphs (a)-(c) has made a good faith
  652  determination after conducting a reasonable investigation upon
  653  which its conclusions are based that the maintenance of the
  654  derivative suit is not in the best interests of the corporation.
  655  The corporation has the burden of proving the independence and
  656  good faith of the group making the determination and the
  657  reasonableness of the investigation. The determination shall be
  658  made by:
  659         (a)A majority vote of independent directors present at a
  660  meeting of the board of directors, if the independent directors
  661  constitute a quorum;
  662         (b)A majority vote of a committee consisting of two or
  663  more independent directors appointed by a majority vote of
  664  independent directors present at a meeting of the board of
  665  directors, whether or not such independent directors constitute
  666  a quorum; or
  667         (c)A panel of one or more independent persons appointed by
  668  the court upon motion by the corporation.
  669         (4)A proceeding commenced under this section may not be
  670  discontinued or settled without the approval of the court. If
  671  the court determines that a proposed discontinuance or
  672  settlement substantially affects the interest of the members of
  673  the corporation, or a class, series, or voting group of members,
  674  the court shall direct that notice be given to the members
  675  affected. The court may determine which party or parties to the
  676  proceeding shall bear the expense of giving the notice.
  677         (5)Upon termination of the proceeding, the court may
  678  require the plaintiff to pay any defendant’s reasonable
  679  expenses, including reasonable attorney’s fees, incurred in
  680  defending the proceeding if it finds that the proceeding was
  681  commenced without reasonable cause.
  682         (6)The court may award reasonable expenses for maintaining
  683  the proceeding, including reasonable attorney’s fees, to a
  684  successful plaintiff or to the person commencing the proceeding
  685  who receives any relief, whether by judgment, compromise, or
  686  settlement, and may require that the person account for the
  687  remainder of any proceeds to the corporation; however, this
  688  subsection does not apply to any relief rendered for the benefit
  689  of injured members only and is limited to a recovery of the loss
  690  or damage of the injured members.
  691         Section 23. Section 617.0801, Florida Statutes, is amended
  692  to read:
  693         617.0801 Requirement for and Duties of board of directors.
  694  All corporate powers must be exercised by or under the authority
  695  of, and the affairs of the corporation managed under the
  696  direction of, its board of directors, subject to any limitation
  697  set forth in the articles of incorporation.
  698         Section 24. Subsection (1) of section 617.0802, Florida
  699  Statutes, is amended to read:
  700         617.0802 Qualifications of directors.—
  701         (1) Directors must be natural persons who are 18 years of
  702  age or older but need not be residents of this state or members
  703  of the corporation unless the articles of incorporation or
  704  bylaws so require. For a corporation organized according to the
  705  provisions of s. 501(c)(3) of the Internal Revenue Code of 1986,
  706  as amended, other than a corporation regulated by chapter 718,
  707  chapter 719, chapter 720, chapter 721, or chapter 723 or a
  708  corporation for which membership is required pursuant to a
  709  document recorded in the county property records, one director
  710  may be 15 years of age or older if so permitted in the articles
  711  of incorporation or bylaws or by resolution of the board of
  712  directors. The articles of incorporation or the bylaws may
  713  prescribe additional qualifications for directors.
  714         Section 25. Section 617.0806, Florida Statutes, is amended
  715  to read:
  716         617.0806 Staggered terms for directors.—The articles of
  717  incorporation or bylaws may provide that directors may be
  718  divided into classes and the terms of office of the several
  719  classes need not be uniform. Each director shall hold office for
  720  the term to which he or she is elected or appointed and until
  721  his or her successor has been elected or appointed and qualified
  722  or until his or her earlier resignation, removal from office, or
  723  death.
  724         Section 26. Section 617.0808, Florida Statutes, is amended
  725  to read:
  726         617.0808 Removal of directors.—
  727         (1)Subject to subsection (2), a director may be removed
  728  from office pursuant to procedures provided in the articles of
  729  incorporation or the bylaws, which shall provide the following,
  730  and if they do not do so, shall be deemed to include the
  731  following:
  732         (a)(1) Any member of the board of directors may be removed
  733  from office with or without cause by:
  734         1.Except as provided in paragraph (i), a majority of all
  735  votes of the directors then in office, if the director was
  736  elected or appointed by the directors; or
  737         2.A majority of all votes of the members, if the director
  738  was elected or appointed by the members.
  739         (b)If a director is elected by a class, chapter, or other
  740  organizational unit, or by region or other geographic grouping,
  741  the director may be removed only by the members of that class,
  742  chapter, unit, or grouping. However:
  743         1.A director may be removed only if the number of votes
  744  cast to remove the director would be sufficient to elect the
  745  director at a meeting to elect directors, except as provided in
  746  subparagraphs 2. and 3.
  747         2.If cumulative voting is authorized, a director may not
  748  be removed if the number of votes sufficient to elect the
  749  director under cumulative voting is voted against the removal of
  750  the director.
  751         3.If at the beginning of the term of a director the
  752  articles of incorporation or bylaws provide that the director
  753  may be removed for missing a specified number of board meetings,
  754  the board may remove the director for failing to attend the
  755  specified number of meetings. The director may be removed only
  756  if a majority of the directors then in office vote for the
  757  removal the vote or agreement in writing by a majority of all
  758  votes of the membership.
  759         (c)(2) The notice of a meeting of the members to recall a
  760  member or members of the board of directors shall state the
  761  specific directors sought to be removed.
  762         (d)(3) A proposed removal of a director at a meeting shall
  763  require a separate vote for each director whose removal is board
  764  member sought to be removed. Where removal is sought by written
  765  consent agreement, a separate consent agreement is required for
  766  each director board member to be removed.
  767         (e)(4) If removal is effected at a meeting, any vacancies
  768  created thereby shall be filled by the members or directors
  769  eligible to vote for the removal at the same meeting.
  770         (f)(5) Any director who is removed from the board is shall
  771  not be eligible to stand for reelection until the next annual
  772  meeting at which directors are elected of the members.
  773         (g)(6) Any director removed from office shall turn over to
  774  the board of directors within 72 hours any and all records of
  775  the corporation in his or her possession.
  776         (h)(7) If a director who is removed does shall not
  777  relinquish his or her office or turn over records as required
  778  under this section, the circuit court in the county where the
  779  corporation’s principal office is located may summarily order
  780  the director to relinquish his or her office and turn over
  781  corporate records upon application of any member.
  782         (i)A director elected or appointed by the board may be
  783  removed without cause by a vote of two-thirds of the directors
  784  then in office or such greater number as is set forth in the
  785  articles of incorporation or bylaws.
  786         (2)A director of a corporation described in s. 501(c) of
  787  the Internal Revenue Code may be removed from office pursuant to
  788  procedures provided in the articles of incorporation or the
  789  bylaws, and the corporation may provide in the articles of
  790  incorporation or the bylaws that it is subject to the provisions
  791  of subsection (1).
  792         Section 27. Section 617.0809, Florida Statutes, is amended
  793  to read:
  794         617.0809 Board vacancy on board.—
  795         (1) Except as provided in s. 617.0808(1)(f), any vacancy
  796  occurring on the board of directors may be filled by the
  797  affirmative vote of the majority of the remaining directors,
  798  even though the remaining directors constitute less than a
  799  quorum, or by the sole remaining director, as the case may be,
  800  or, if the vacancy is not so filled or if no director remains,
  801  by the members or, on the application of any person, by the
  802  circuit court of the county where the registered office of the
  803  corporation is located.
  804         (2)Whenever a vacancy occurs with respect to a director
  805  elected by a class, chapter, unit, or group, the vacancy may be
  806  filled only by members of that class, chapter, unit, or group,
  807  or by a majority of the directors then in office elected by such
  808  class, chapter, unit, or group.
  809         (3)(2)The term of a director elected or appointed to fill
  810  a vacancy expires at the next annual meeting at which directors
  811  are elected shall be elected or appointed for the unexpired term
  812  of his or her predecessor in office. Any directorship to be
  813  filled by reason of an increase in the number of directors may
  814  be filled by the board of directors, but only for a term of
  815  office continuing until the next election of directors by the
  816  members or, if the corporation has no members or no members
  817  having the right to vote thereon, for such term of office as is
  818  provided in the articles of incorporation or the bylaws.
  819         (4)(3) A vacancy that will occur at a specific later date,
  820  by reason of a resignation effective at a later date under s.
  821  617.0807 or otherwise, may be filled before the vacancy occurs.
  822  However, the new director may not take office until the vacancy
  823  occurs.
  824         Section 28. Subsection (1) of section 617.0824, Florida
  825  Statutes, is amended to read:
  826         617.0824 Quorum and voting.—
  827         (1) Unless the articles of incorporation or the bylaws
  828  require a different number, a quorum of a board of directors
  829  consists of a majority of the number of directors prescribed by
  830  the articles of incorporation or the bylaws. Directors younger
  831  than 18 years of age may not be counted toward a quorum.
  832         Section 29. Present subsection (2) of section 617.0832,
  833  Florida Statutes, is renumbered as subsection (3) and amended,
  834  and a new subsection (2) is added to that section, to read:
  835         617.0832 Director conflicts of interest.—
  836         (2)For purposes of paragraph (1)(a) only, a conflict-of
  837  interest transaction is authorized, approved, or ratified if it
  838  receives the affirmative vote of a majority of the directors on
  839  the board of directors, or on the committee, who have no
  840  relationship or interest in the transaction described in
  841  subsection (1), but a transaction may not be authorized,
  842  approved, or ratified under this section by a single director.
  843  If a majority of the directors who have no relationship or
  844  interest in the transaction vote to authorize, approve, or
  845  ratify the transaction, a quorum is present for the purpose of
  846  taking action under this section. The presence of, or a vote
  847  cast by, a director having a relationship or interest in the
  848  transaction does not affect the validity of any action taken
  849  under paragraph (1)(a) if the transaction is otherwise
  850  authorized, approved, or ratified as provided in subsection (1),
  851  but such presence or vote of such a director may be counted for
  852  purposes of determining whether the transaction is approved
  853  under other sections of this chapter.
  854         (3)(2)For purposes of paragraph (1)(b), a conflict-of
  855  interest transaction is authorized, approved, or ratified if it
  856  receives the vote of a majority in interest of the members
  857  entitled to vote under this subsection. A director who has a
  858  relationship or interest in the transaction described in
  859  subsection (1) may not vote to determine whether to authorize,
  860  approve, or ratify a conflict-of-interest transaction under
  861  paragraph (1)(b). However, the vote of that director is counted
  862  in determining whether the transaction is approved under other
  863  sections of this chapter. A majority in interest of the members
  864  entitled to vote on the transaction under this subsection
  865  constitutes a quorum for the purpose of taking action under this
  866  section. As used in this subsection, the term “majority in
  867  interest” refers to a majority of the voting shares or other
  868  voting units allotted to the members. Common or interested
  869  directors may be counted in determining the presence of a quorum
  870  at a meeting of the board of directors or a committee thereof
  871  which authorizes, approves, or ratifies such contract or
  872  transaction.
  873         Section 30. Section 617.0833, Florida Statutes, is amended
  874  to read:
  875         617.0833 Loans to directors or officers.—Loans, other than
  876  through the purchase of bonds, debentures, or similar
  877  obligations of the type customarily sold in public offerings, or
  878  through ordinary deposit of funds in a bank, may not be made by
  879  a corporation to its directors or officers, or to any other
  880  corporation, firm, association, or other entity in which one or
  881  more of its directors or officers is a director or officer or
  882  holds a substantial financial interest, except a loan by one
  883  corporation which is exempt from federal income taxation under
  884  s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
  885  to another corporation which is exempt from federal income
  886  taxation under s. 501(c)(3) of the Internal Revenue Code of
  887  1986, as amended. A loan made in violation of this section is a
  888  violation of the duty to the corporation of the directors or
  889  officers authorizing it or participating in it, but the
  890  obligation of the borrower with respect to the loan is shall not
  891  be affected thereby.
  892         Section 31. Subsection (1) of section 617.0834, Florida
  893  Statutes, is amended to read:
  894         617.0834 Officers and directors of certain corporations and
  895  associations not for profit; immunity from civil liability.—
  896         (1) An officer or director of a nonprofit organization
  897  recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
  898  the Internal Revenue Code of 1986, as amended, or of an
  899  agricultural or a horticultural organization recognized under s.
  900  501(c)(5), of the Internal Revenue Code of 1986, as amended, is
  901  not personally liable for monetary damages to any person for any
  902  statement, vote, decision, or failure to take an action,
  903  regarding organizational management or policy by an officer or
  904  director, unless:
  905         (a) The officer or director breached or failed to perform
  906  his or her duties as an officer or director; and
  907         (b) The officer’s or director’s breach of, or failure to
  908  perform, his or her duties constitutes:
  909         1. A violation of the criminal law, unless the officer or
  910  director had reasonable cause to believe his or her conduct was
  911  lawful or had no reasonable cause to believe his or her conduct
  912  was unlawful. A judgment or other final adjudication against an
  913  officer or director in any criminal proceeding for violation of
  914  the criminal law estops that officer or director from contesting
  915  the fact that his or her breach, or failure to perform,
  916  constitutes a violation of the criminal law, but does not estop
  917  the officer or director from establishing that he or she had
  918  reasonable cause to believe that his or her conduct was lawful
  919  or had no reasonable cause to believe that his or her conduct
  920  was unlawful;
  921         2. A transaction from which the officer or director derived
  922  an improper personal benefit, either directly or indirectly; or
  923         3. Recklessness or an act or omission that which was
  924  committed in bad faith or with malicious purpose or in a manner
  925  exhibiting wanton and willful disregard of human rights, safety,
  926  or property.
  927         Section 32. Subsections (2) and (3) of section 617.1007,
  928  Florida Statutes, are amended to read:
  929         617.1007 Restated articles of incorporation.—
  930         (2) The restatement may include one or more amendments to
  931  the articles of incorporation. If the restatement includes an
  932  amendment requiring member approval, it must be adopted as
  933  provided in s. 617.1002.
  934         (3) A corporation restating its articles of incorporation
  935  shall deliver to the department of State for filing articles of
  936  restatement, executed in accordance with the provisions of s.
  937  617.01201, setting forth the name of the corporation and the
  938  text of the restated articles of incorporation together with a
  939  certificate setting forth:
  940         (a) Whether the restatement contains an amendment to the
  941  articles of incorporation requiring member approval and, if it
  942  does not, that the board of directors adopted the restatement;
  943  or
  944         (b) If the restatement contains an amendment to the
  945  articles of incorporation requiring member approval, the
  946  information required by s. 617.1006.
  947         Section 33. Subsection (2) of section 617.1101, Florida
  948  Statutes, is amended, and subsection (3) is added to that
  949  section, to read:
  950         617.1101 Plan of merger.—
  951         (2) Each corporation must adopt a plan of merger setting
  952  forth:
  953         (a) The names of the corporations proposing to merge and
  954  the name of the surviving corporation into which each other
  955  corporation plans to merge, which is hereinafter designated as
  956  the surviving corporation;
  957         (b) The terms and conditions of the proposed merger;
  958         (c) A statement of any changes in the articles of
  959  incorporation of the surviving corporation to be effected by
  960  such merger; and
  961         (d) The manner and basis, if any, of converting the
  962  memberships of each merging corporation into memberships,
  963  obligations, or securities of the surviving corporation or any
  964  other corporation or, in whole or in part, into cash or other
  965  property. Such other provisions with respect to the proposed
  966  merger as are deemed necessary or desirable.
  967         (3)The plan of merger may set forth:
  968         (a)Amendments to, or a restatement of, the articles of
  969  incorporation of the surviving corporation;
  970         (b)The effective date of the merger, which may be on or
  971  after the date of filing the articles of incorporation or
  972  merger; or
  973         (c)Other provisions relating to the merger.
  974         Section 34. Section 617.1102, Florida Statutes, is created
  975  to read:
  976         617.1102Limitation on merger.—A corporation not for profit
  977  organized under this chapter may merge with one or more other
  978  business entities, as identified in s. 607.1108(1), only if the
  979  surviving entity of such merger is a corporation not for profit
  980  or other business entity that has been organized as a not-for
  981  profit entity under a governing statute or other applicable law
  982  that allows such a merger.
  983         Section 35. Section 617.1301, Florida Statutes, is created
  984  to read:
  985         617.1301Prohibited distributions.—Except as authorized in
  986  ss. 617.0505 and 617.1302, a corporation may not make any
  987  distributions to its members.
  988         Section 36. Section 617.1302, Florida Statutes, is created
  989  to read:
  990         617.1302Authorized distributions.—
  991         (1)A mutual benefit corporation may purchase its
  992  memberships pursuant to s. 617.0608 only if, after the purchase
  993  is completed:
  994         (a)The mutual benefit corporation is able to pay its debts
  995  as they become due in the usual course of its activities; and
  996         (b)The total assets of the mutual benefit corporation at
  997  least equal the sum of its total liabilities.
  998         (2)A corporation may make distributions upon dissolution
  999  in conformity with the dissolution provisions of this chapter.
 1000         Section 37. Subsection (4) of section 617.1405, Florida
 1001  Statutes, is amended to read:
 1002         617.1405 Effect of dissolution.—
 1003         (4) The name of a dissolved corporation is shall not be
 1004  available for assumption or use by another corporation until
 1005  after 120 days after the effective date of dissolution unless
 1006  the dissolved corporation provides the department with an
 1007  affidavit, executed pursuant to s. 617.01201, authorizing the
 1008  immediate assumption or use of the name by another corporation.
 1009         Section 38. Section 617.1407, Florida Statutes, is created
 1010  to read:
 1011         617.1407Unknown claims against dissolved corporation.—
 1012         (1)A dissolved corporation or successor entity may execute
 1013  one of the following procedures to resolve payment of unknown
 1014  claims:
 1015         (a)A dissolved corporation or successor entity may file
 1016  notice of its dissolution with the department on the form
 1017  prescribed by the department and request that persons having
 1018  claims against the corporation which are not known to the
 1019  corporation or successor entity present them in accordance with
 1020  the notice. The notice must:
 1021         1.State the name of the corporation and the date of
 1022  dissolution;
 1023         2.Describe the information that must be included in a
 1024  claim and provide a mailing address to which the claim may be
 1025  sent; and
 1026         3.State that a claim against the corporation under this
 1027  subsection is barred unless a proceeding to enforce the claim is
 1028  commenced within 4 years after the filing of the notice.
 1029         (b)A dissolved corporation or successor entity may, within
 1030  10 days after filing articles of dissolution with the
 1031  department, publish a “Notice of Corporate Dissolution.” The
 1032  notice must appear once a week for 2 consecutive weeks in a
 1033  newspaper of general circulation in the county in the state in
 1034  which the corporation has its principal office, if any, or, if
 1035  none, in a county in the state in which the corporation owns
 1036  real or personal property. Such newspaper shall meet the
 1037  requirements as are prescribed by law for such purposes. The
 1038  notice must:
 1039         1.State the name of the corporation and the date of
 1040  dissolution;
 1041         2.Describe the information that must be included in a
 1042  claim and provide a mailing address to which the claim may be
 1043  sent; and
 1044         3.State that a claim against the corporation under this
 1045  subsection is barred unless a proceeding to enforce the claim is
 1046  commenced within 4 years after the date of the second
 1047  consecutive weekly publication of the notice.
 1048         (2)If the dissolved corporation or successor entity
 1049  complies with paragraph (1)(a) or paragraph (1)(b), the claim of
 1050  each of the following claimants is barred unless the claimant
 1051  commences a proceeding to enforce the claim against the
 1052  dissolved corporation within 4 years after the date of filing
 1053  the notice with the department or the date of the second
 1054  consecutive weekly publication, as applicable:
 1055         (a)A claimant who did not receive written notice under s.
 1056  617.1408(9), or whose claim is not provided for under s.
 1057  617.1408(10), regardless of whether such claim is based on an
 1058  event occurring before or after the effective date of
 1059  dissolution.
 1060         (b)A claimant whose claim was timely sent to the dissolved
 1061  corporation but on which no action was taken.
 1062         (3)A claim may be entered under this section:
 1063         (a)Against the dissolved corporation, to the extent of its
 1064  undistributed assets; or
 1065         (b)If the assets have been distributed in liquidation,
 1066  against a member of the dissolved corporation to the extent of
 1067  such member’s pro rata share of the claim or the corporate
 1068  assets distributed to such member in liquidation, whichever is
 1069  less; however, the aggregate liability of any member of a
 1070  dissolved corporation may not exceed the amount distributed to
 1071  the member in dissolution.
 1072         Section 39. Section 617.1408, Florida Statutes, is created
 1073  to read:
 1074         617.1408Known claims against dissolved corporation.—
 1075         (1)A dissolved corporation or successor entity may dispose
 1076  of the known claims against it by following the procedures
 1077  described in subsections (2), (3), and (4).
 1078         (2)The dissolved corporation or successor entity shall
 1079  deliver to each of its known claimants written notice of the
 1080  dissolution at any time after its effective date. The written
 1081  notice must:
 1082         (a)Provide a reasonable description of the claim that the
 1083  claimant may be entitled to assert;
 1084         (b)State whether the claim is admitted or not admitted, in
 1085  whole or in part, and, if admitted:
 1086         1.The amount that is admitted, which may be as of a given
 1087  date; and
 1088         2.Any interest obligation if fixed by an instrument of
 1089  indebtedness;
 1090         (c)Provide a mailing address where a claim may be sent;
 1091         (d)State the deadline, which must be at least 120 days
 1092  after the effective date of the written notice, by which
 1093  confirmation of the claim must be delivered to the dissolved
 1094  corporation or successor entity; and
 1095         (e)State that the corporation or successor entity may make
 1096  distributions thereafter to other claimants and the members of
 1097  the corporation or persons interested as having been such
 1098  without further notice.
 1099         (3)A dissolved corporation or successor entity may reject,
 1100  in whole or in part, any claim made by a claimant pursuant to
 1101  this section by mailing notice of such rejection to the claimant
 1102  within 90 days after receipt of such claim and, in all events,
 1103  at least 150 days before expiration of 3 years after the
 1104  effective date of dissolution. The notice must be accompanied by
 1105  a copy of this section.
 1106         (4)A dissolved corporation or successor entity electing to
 1107  follow the procedures described in subsections (2) and (3) must
 1108  also give notice of dissolution to persons having known claims
 1109  that are contingent upon the occurrence or nonoccurrence of
 1110  future events, or are otherwise conditional or unmatured, and
 1111  request that such persons present such claims in accordance with
 1112  the terms of the notice. The notice must be in substantially the
 1113  same form, and sent in the same manner, as described in
 1114  subsection (2).
 1115         (5)A dissolved corporation or successor entity shall offer
 1116  any claimant whose known claim is contingent, conditional, or
 1117  unmatured such security as the corporation or entity determines
 1118  is sufficient to provide compensation to the claimant if the
 1119  claim matures. The dissolved corporation or successor entity
 1120  shall deliver such offer to the claimant within 90 days after
 1121  receipt of such claim and, in all events, at least 150 days
 1122  before expiration of 3 years after the effective date of
 1123  dissolution. If the claimant offered such security does not
 1124  deliver in writing to the dissolved corporation or successor
 1125  entity a notice rejecting the offer within 120 days after
 1126  receipt of such offer, the claimant is deemed to have accepted
 1127  such security as the sole source from which to satisfy his or
 1128  her claim against the corporation.
 1129         (6)A dissolved corporation or successor entity that has
 1130  given notice in accordance with subsections (2) and (4) shall
 1131  petition the circuit court in the county where the corporation’s
 1132  principal office is located or was located on the effective date
 1133  of dissolution to determine the amount and form of security
 1134  which is sufficient to provide compensation to a claimant who
 1135  has rejected the offer for security made pursuant to subsection
 1136  (5).
 1137         (7)A dissolved corporation or successor entity that has
 1138  given notice in accordance with subsection (2) shall petition
 1139  the circuit court in the county where the corporation’s
 1140  principal office is located or was located on the effective date
 1141  of dissolution to determine the amount and form of security
 1142  which is sufficient to provide compensation to claimants whose
 1143  claims are known to the corporation or successor entity but
 1144  whose identities are unknown. The court shall appoint a guardian
 1145  ad litem to represent all claimants whose identities are unknown
 1146  in any proceeding brought under this subsection. The reasonable
 1147  fees and expenses of such guardian, including all reasonable
 1148  expert witness fees, shall be paid by the petitioner in such
 1149  proceeding.
 1150         (8)The giving of any notice or making of any offer
 1151  pursuant to this section does not revive any claim then barred,
 1152  does not constitute acknowledgment by the dissolved corporation
 1153  or successor entity that any person to whom such notice is sent
 1154  is a proper claimant, and does not operate as a waiver of any
 1155  defense or counterclaim in respect of any claim asserted by any
 1156  person to whom such notice is sent.
 1157         (9)A dissolved corporation or successor entity that has
 1158  followed the procedures described in subsections (2)-(7) shall:
 1159         (a)Pay the claims admitted or made and not rejected in
 1160  accordance with subsection (3);
 1161         (b)Post the security offered and not rejected pursuant to
 1162  subsection (5);
 1163         (c)Post any security ordered by the circuit court in any
 1164  proceeding under subsections (6) and (7); and
 1165         (d)Pay or make provision for all other known obligations
 1166  of the corporation or the successor entity. Such claims or
 1167  obligations shall be paid in full, and any provision for
 1168  payments shall be made in full if there are sufficient funds. If
 1169  there are insufficient funds, the claims and obligations shall
 1170  be paid or provided for according to their priority and, among
 1171  claims of equal priority, ratably to the extent of funds legally
 1172  available for payment. Any remaining funds shall be distributed
 1173  in accordance with s. 617.1406; however, such distribution may
 1174  not be made until 150 days after the date of the last notice of
 1175  rejections given pursuant to subsection (3). In the absence of
 1176  actual fraud, the judgment of the directors of the dissolved
 1177  corporation or the governing persons of the successor entity as
 1178  to the provisions made for the payment of all obligations under
 1179  this paragraph is conclusive.
 1180         (10)A dissolved corporation or successor entity that has
 1181  not followed the procedures described in subsections (2) and (3)
 1182  shall pay or make reasonable provision to pay all known claims
 1183  and obligations, including all contingent, conditional, or
 1184  unmatured claims known to the corporation or the successor
 1185  entity and all claims that are known to the dissolved
 1186  corporation or the successor entity but for which the identity
 1187  of the claimant is unknown. Such claims shall be paid in full,
 1188  and any provision for payment made shall be made in full if
 1189  there are sufficient funds. If there are insufficient funds,
 1190  such claims and obligations shall be paid or provided for
 1191  according to their priority and, among claims of equal priority,
 1192  ratably to the extent of funds legally available for payment
 1193  thereof. Any remaining funds shall be distributed in accordance
 1194  with s. 617.1406.
 1195         (11)Directors of a dissolved corporation or governing
 1196  persons of a successor entity that has complied with subsection
 1197  (9) or subsection (10) are not personally liable to the
 1198  claimants of the dissolved corporation.
 1199         (12)A member of a dissolved corporation the assets of
 1200  which were distributed pursuant to subsection (9) or subsection
 1201  (10) is not liable for any claim against the corporation greater
 1202  than the member’s pro rata share of the claim or the amount
 1203  distributed to the member, whichever is less.
 1204         (13)A member of a dissolved corporation, the assets of
 1205  which were distributed pursuant to subsection (9), is not liable
 1206  for any claim against the corporation which is known to the
 1207  corporation or successor entity and on which a proceeding is
 1208  begun after the expiration of 3 years after the effective date
 1209  of dissolution.
 1210         (14)The aggregate liability of any member of a dissolved
 1211  corporation for claims against the dissolved corporation may not
 1212  be greater than the amount distributed to the member in
 1213  dissolution.
 1214         Section 40. Subsection (6) of section 617.1421, Florida
 1215  Statutes, is repealed.
 1216         Section 41. Section 617.1422, Florida Statutes, is amended
 1217  to read:
 1218         617.1422 Reinstatement following administrative
 1219  dissolution.—
 1220         (1)(a) A corporation administratively dissolved under s.
 1221  617.1421 may apply to the department of State for reinstatement
 1222  at any time after the effective date of dissolution. The
 1223  corporation must submit a reinstatement form prescribed and
 1224  furnished by the department or a current uniform business report
 1225  signed by a registered agent and an officer or director and
 1226  submit application must:
 1227         1.Recite the name of the corporation and the effective
 1228  date of its administrative dissolution;
 1229         2.State that the ground or grounds for dissolution either
 1230  did not exist or have been eliminated and that no further
 1231  grounds currently exist for dissolution;
 1232         3.State that the corporation’s name satisfies the
 1233  requirements of s. 617.0401; and
 1234         4.State that all fees owed by the corporation and computed
 1235  at the rate provided by law at the time the corporation applies
 1236  for reinstatement. have been paid; or
 1237         (b)Submit a current annual report, signed by the
 1238  registered agent and an officer or director, which substantially
 1239  complies with the requirements of paragraph (a).
 1240         (2) If the department of State determines that the
 1241  application contains the information required by subsection (1)
 1242  and that the information is correct, it shall file the document,
 1243  cancel the certificate of dissolution, and reinstate the
 1244  corporation effective on the date which the reinstatement
 1245  document is filed.
 1246         (3) When the reinstatement is effective, it relates back to
 1247  and takes effect as of the effective date of the administrative
 1248  dissolution and the corporation resumes carrying on its business
 1249  affairs as if the administrative dissolution had never occurred.
 1250         (4)The name of the dissolved corporation is not available
 1251  for assumption or use by another corporation until 1 year after
 1252  the effective date of dissolution unless the dissolved
 1253  corporation provides the department with an affidavit executed
 1254  pursuant to s. 617.01201 authorizing the immediate assumption or
 1255  use of the name by another corporation.
 1256         (5)(4) If the name of the dissolved corporation has been
 1257  lawfully assumed in this state by another corporation, the
 1258  department of State shall require the dissolved corporation to
 1259  amend its articles of incorporation to change its name before
 1260  accepting its application for reinstatement.
 1261         Section 42. Subsection (2) of section 617.1430, Florida
 1262  Statutes, is amended to read:
 1263         617.1430 Grounds for judicial dissolution.—A circuit court
 1264  may dissolve a corporation:
 1265         (2) In a proceeding brought by at least 50 members or
 1266  members holding at least 10 percent of the voting power,
 1267  whichever is less, or by a member or group or percentage of
 1268  members as otherwise provided in the articles of incorporation
 1269  or bylaws, or by a director or any person authorized in the
 1270  articles of incorporation, by a member if it is established
 1271  that:
 1272         (a) The directors are deadlocked in the management of the
 1273  corporate affairs, the members are unable to break the deadlock,
 1274  and irreparable injury to the corporation is threatened or being
 1275  suffered;
 1276         (b) The members are deadlocked in voting power and have
 1277  failed to elect successors to directors whose terms have expired
 1278  or would have expired upon qualification of their successors; or
 1279         (c) The corporate assets are being misapplied or wasted.
 1280         Section 43. Subsection (2) of section 617.1503, Florida
 1281  Statutes, is amended to read:
 1282         617.1503 Application for certificate of authority.—
 1283         (2) The foreign corporation shall deliver with the
 1284  completed application a certificate of existence, (or a document
 1285  of similar import,) duly authenticated, within not more than 90
 1286  days prior to delivery of the application to the department of
 1287  State, by the Secretary of State or other official having
 1288  custody of corporate records in the jurisdiction under the law
 1289  of which it is incorporated. A translation of the certificate,
 1290  under oath of the translator, must be attached to a certificate
 1291  that which is in a language other than the English language.
 1292         Section 44. Subsection (2) of section 617.1504, Florida
 1293  Statutes, is amended to read:
 1294         617.1504 Amended certificate of authority.—
 1295         (2) Such application shall be made within 90 30 days after
 1296  the occurrence of any change mentioned in subsection (1), shall
 1297  be made on forms prescribed by the department of State, shall be
 1298  executed and filed in the same manner as an original application
 1299  for authority, and shall set forth:
 1300         (a) The name of the foreign corporation as it appears on
 1301  the department’s records of the Department of State;
 1302         (b) The jurisdiction of its incorporation;
 1303         (c) The date it was authorized to conduct its affairs in
 1304  this state;
 1305         (d) If the name of the foreign corporation has been
 1306  changed, the name relinquished, the new name, a statement that
 1307  the change of name has been effected under the laws of the
 1308  jurisdiction of its incorporation, and the date the change was
 1309  effected;
 1310         (e) If the period of duration has been changed, a statement
 1311  of such change and the date the change was effected;
 1312         (f) If the jurisdiction of incorporation has been changed,
 1313  a statement of such change and the date the change was effected;
 1314  and
 1315         (g) If the purpose or purposes that which the corporation
 1316  intends to pursue in this state have been changed, a statement
 1317  of such new purpose or purposes, and a further statement that
 1318  the corporation is authorized to pursue such purpose or purposes
 1319  in the jurisdiction of its incorporation.
 1320         Section 45. Section 617.1506, Florida Statutes, is amended
 1321  to read:
 1322         617.1506 Corporate name of foreign corporation.—
 1323         (1) A foreign corporation may is not entitled to file an
 1324  application for a certificate of authority unless the corporate
 1325  name of such corporation satisfies the requirements of s.
 1326  617.0401. To obtain or maintain a certificate of authority to
 1327  transact business in this state, the foreign corporation:
 1328         (a) May add the word “corporation” or “incorporated” or the
 1329  abbreviation “corp.” or “inc.” or words of like import, which as
 1330  will clearly indicate that it is a corporation instead of a
 1331  natural person or partnership or other business entity; however,
 1332  to its corporate name for use in this state, provided, the name
 1333  of a foreign corporation may not contain the word “company” or
 1334  the abbreviation “co.”; or
 1335         (b) May use an alternate name to transact business in this
 1336  state if its real name is unavailable. Any alternate corporate
 1337  name adopted for use in this state must be cross-referenced to
 1338  the real corporate name in the records of the Division of
 1339  Corporations. If the real corporate name of the corporation
 1340  becomes available in this state or if the corporation chooses to
 1341  change its alternate name and it delivers to the Department of
 1342  State, for filing, a copy of the resolution of its board of
 1343  directors, changing or withdrawing the alternate name and
 1344  executed as required by s. 617.01201, must be delivered for
 1345  filing adopting an alternate name.
 1346         (2) The corporate name, including the alternate name, of a
 1347  foreign corporation must be distinguishable, within the records
 1348  of the Division of Corporations, from:
 1349         (a)Any corporate name of a corporation for profit
 1350  incorporated or authorized to transact business in this state.
 1351         (b)(a) The alternate name of another foreign corporation
 1352  authorized to transact business in this state.
 1353         (c)(b) The corporate name of a not-for-profit corporation
 1354  incorporated or authorized to transact business in this state.
 1355         (d)(c) The names of all other entities or filings, except
 1356  fictitious name registrations pursuant to s. 865.09, organized,
 1357  or registered under the laws of this state, that are on file
 1358  with the Division of Corporations.
 1359         (3) If a foreign corporation authorized to transact
 1360  business in this state changes its corporate name to one that
 1361  does not satisfy the requirements of s. 617.0401 s. 607.0401,
 1362  such corporation may not transact business in this state under
 1363  the changed name until the corporation adopts a name satisfying
 1364  the requirements of s. 617.0401 s. 607.0401.
 1365         (4)The corporate name must be distinguishable from the
 1366  names of all other entities or filings, organized, registered,
 1367  or reserved under the laws of the state that are on file with
 1368  the Division of Corporations, except fictitious name
 1369  registrations pursuant to s. 865.09.
 1370         Section 46. Subsection (6) of section 617.1530, Florida
 1371  Statutes, is amended to read:
 1372         617.1530 Grounds for revocation of authority to conduct
 1373  affairs.—The department of State may commence a proceeding under
 1374  s. 617.1531 to revoke the certificate of authority of a foreign
 1375  corporation authorized to conduct its affairs in this state if:
 1376         (6) The department of State receives a duly authenticated
 1377  certificate from the secretary of state or other official having
 1378  custody of corporate records in the jurisdiction under the law
 1379  of which the foreign corporation is incorporated stating that it
 1380  has been dissolved or disappeared as the result of a merger.
 1381         Section 47. Subsection (5) of section 617.1601, Florida
 1382  Statutes, is amended to read:
 1383         617.1601 Corporate records.—
 1384         (5) A corporation shall keep a copy of the following
 1385  records:
 1386         (a) Its articles of incorporation or restated articles of
 1387  incorporation and all amendments to them currently in effect.
 1388         (b) Its bylaws or restated bylaws and all amendments to
 1389  them currently in effect.
 1390         (c) The minutes of all members’ meetings and records of all
 1391  action taken by members without a meeting for the past 3 years.
 1392         (d) Written communications to all members generally or all
 1393  members of a class within the past 3 years.
 1394         (e), including The financial statements required to be
 1395  made available pursuant to s. 617.1605 furnished for the past 3
 1396  years under s. 617.1605.
 1397         (f)(e) A list of the names and business street, or home if
 1398  there is no business street, addresses of its current directors
 1399  and officers.
 1400         (g)(f) Its most recent annual report delivered to the
 1401  Department of State under s. 617.1622.
 1402         Section 48. Subsection (2) of section 617.1604, Florida
 1403  Statutes, is amended to read:
 1404         617.1604 Court-ordered inspection.—
 1405         (2) If the court orders inspection or copying of the
 1406  records demanded, the court may it shall also order the
 1407  corporation and the custodian of the particular records demanded
 1408  to pay the member’s costs, including reasonable attorney’s fees,
 1409  reasonably incurred to obtain the order and enforce its rights
 1410  under this section unless the corporation proves that the
 1411  corporation undertook reasonable efforts in good faith to
 1412  provide the records and was unable to do so prior to the
 1413  initiation of the action requesting production or proves that
 1414  the corporation, or the officer, director, or agent, as the case
 1415  may be, provides that it or he or she refused inspection in good
 1416  faith because the corporation it or he or she had a reasonable
 1417  basis for doubt about the right of the member to inspect or copy
 1418  the records demanded.
 1419         Section 49. Subsections (1), (2), and (4) of section
 1420  617.1602, Florida Statutes, are amended to read:
 1421         617.1602 Inspection of records by members.—
 1422         (1) A member of a corporation is entitled to inspect and
 1423  copy, during regular business hours at the corporation’s
 1424  principal office or at a reasonable location specified by the
 1425  corporation, any of the records of the corporation described in
 1426  s. 617.1601(5), if the member gives the corporation written
 1427  notice of his or her demand at least 10 5 business days before
 1428  the date on which he or she wishes to inspect and copy.
 1429         (2) A member of a corporation is entitled to inspect and
 1430  copy, during regular business hours at a reasonable location
 1431  specified by the corporation, any of the following records of
 1432  the corporation if the member meets the requirements of
 1433  subsection (3) and gives the corporation written notice of his
 1434  or her demand at least 10 5 business days before the date on
 1435  which he or she wishes to inspect and copy:
 1436         (a) Excerpts from minutes of any meeting of the board of
 1437  directors, records of any action of a committee of the board of
 1438  directors while acting in place of the board of directors on
 1439  behalf of the corporation, minutes of any meeting of the
 1440  members, and records of action taken by the members or board of
 1441  directors without a meeting, to the extent not subject to
 1442  inspection under subsection (1).
 1443         (b) Accounting records of the corporation.
 1444         (c) The record of members.
 1445         (d) Any other books and records.
 1446         (4) This section does not affect:
 1447         (a) The right of a member to inspect and copy records under
 1448  s. 617.0730(6), or, if the member is in litigation with the
 1449  corporation to inspect and copy records, to the same extent as
 1450  any other litigant.
 1451         (b) The power of a court, independently of this chapter
 1452  act, to compel the production of corporate records for
 1453  examination.
 1454         Section 50. Section 617.1605, Florida Statutes, is amended
 1455  to read:
 1456         617.1605 Financial reports for members.—A corporation, upon
 1457  a member’s written demand, shall furnish that member its latest
 1458  annual financial statements, which may be consolidated or
 1459  combined statements of the corporation and one or more of its
 1460  subsidiaries or affiliates, as appropriate, and which include a
 1461  balance sheet as of the end of the fiscal year and a statement
 1462  of operations for that year. If financial statements are
 1463  prepared for the corporation on the basis of generally accepted
 1464  accounting principles, the annual financial statements must also
 1465  be prepared on such basis. Within 60 days following the end of
 1466  the fiscal or calendar year or annually on such date as is
 1467  otherwise provided in the bylaws of the corporation, the board
 1468  of directors of the corporation shall mail or furnish by
 1469  personal delivery to each member a complete financial report of
 1470  actual receipts and expenditures for the previous 12 months. The
 1471  report shall show the amounts of receipts by accounts and
 1472  receipt classifications and shall show the amounts of expenses
 1473  by accounts and expense classifications.
 1474         Section 51. Section 617.1703, Florida Statutes, is created
 1475  to read:
 1476         617.1703Application of chapter.—In the event of any
 1477  conflict between the provisions of this chapter and chapter 718
 1478  regarding condominiums, chapter 719 regarding cooperatives,
 1479  chapter 720 regarding homeowners’ associations, chapter 721
 1480  regarding timeshares, or chapter 723 regarding mobile home
 1481  owners’ associations, the provisions of such other chapters
 1482  shall apply. The provisions of ss. 617.0605-617.0608 do not
 1483  apply to corporations regulated by any of the foregoing chapters
 1484  or to any other corporation where membership in the corporation
 1485  is required pursuant to a document recorded in the county
 1486  property records.
 1487         Section 52. Subsection (8) is added to section 617.1803,
 1488  Florida Statutes, to read:
 1489         617.1803 Domestication of foreign not-for-profit
 1490  corporations.—
 1491         (8)When a domestication becomes effective:
 1492         (a)The title to all real and personal property, both
 1493  tangible and intangible, of the foreign corporation remains in
 1494  the domesticated corporation without reversion or impairment;
 1495         (b)The liabilities of the foreign corporation remain the
 1496  liabilities of the domesticated corporation;
 1497         (c)An action or proceeding against the foreign corporation
 1498  continues against the domesticated corporation as if the
 1499  domestication had not occurred;
 1500         (d)The articles of incorporation attached to the
 1501  certificate of domestication constitute the articles of
 1502  incorporation of the domesticated corporation; and
 1503         (e)Membership interests in the foreign corporation remain
 1504  identical in the domesticated corporation.
 1505         Section 53. Section 617.1806, Florida Statutes, is amended
 1506  to read:
 1507         617.1806 Conversion to corporation not for profit; petition
 1508  and contents.—A petition for conversion to a corporation not for
 1509  profit pursuant to s. 617.1805 shall be accompanied by the
 1510  written consent of all the shareholders authorizing the change
 1511  in the corporate nature and directing an authorized officer to
 1512  file such petition before the court, together with a statement
 1513  agreeing to accept all the property of the petitioning
 1514  corporation and agreeing to assume and pay all its indebtedness
 1515  and liabilities, and the proposed articles of incorporation
 1516  signed by the president and secretary of the petitioning
 1517  corporation which shall set forth the provisions required in
 1518  original articles of incorporation by s. 617.0202.
 1519         Section 54. Section 617.1907, Florida Statutes, is amended
 1520  to read:
 1521         617.1907 Effect of repeal or amendment of prior acts.—
 1522         (1) Except as provided in subsection (2), the repeal or
 1523  amendment of a statute by this chapter act does not affect:
 1524         (a) The operation of the statute or any action taken under
 1525  it before its repeal or amendment;
 1526         (b) Any ratification, right, remedy, privilege, obligation,
 1527  or liability acquired, accrued, or incurred under the statute
 1528  before its repeal or amendment;
 1529         (c) Any violation of the statute, or any penalty,
 1530  forfeiture, or punishment incurred because of the violation,
 1531  before its repeal or amendment; or
 1532         (d) Any proceeding, reorganization, or dissolution
 1533  commenced under the statute before its repeal or amendment, and
 1534  the proceeding, reorganization, or dissolution may be completed
 1535  in accordance with the statute as if it had not been repealed or
 1536  amended.
 1537         (2) If a penalty or punishment imposed for violation of a
 1538  statute repealed or amended by this chapter act is reduced by
 1539  this act, the penalty or punishment if not already imposed shall
 1540  be imposed in accordance with this chapter act.
 1541         Section 55. Section 617.2103, Florida Statutes, is
 1542  repealed.
 1543         Section 56. Except as otherwise expressly provided in this
 1544  act, this act shall take effect upon becoming a law,
 1545  
 1546  ================= T I T L E  A M E N D M E N T ================
 1547         And the title is amended as follows:
 1548         Delete lines 6 - 7
 1549  and insert:
 1550         requirement; providing application; amending s.
 1551         607.0501, F.S.; deleting a provision providing that
 1552         there shall be no charge for telephone requests for
 1553         certain general corporate information; amending s.
 1554         607.1406, F.S.; requiring notice to known claimants of
 1555         a dissolved corporation; amending s. 607.1620, F.S.;
 1556         requiring that certain corporations furnish annual
 1557         financial statements to shareholders within a
 1558         specified period after the close of a fiscal year;
 1559         providing an exception; providing a means by which
 1560         such requirement may be satisfied; amending s.
 1561         617.01201, F.S.; requiring a document that is
 1562         electronically transmitted to be in a format that may
 1563         be retrieved in typewritten or printed form; requiring
 1564         that a document be executed by a director of the
 1565         domestic or foreign corporation; authorizing the
 1566         delivery of a document by electronic transmission to
 1567         the extent allowed by the Department of State;
 1568         amending s. 617.0122, F.S.; requiring the department
 1569         to collect a fee for filing an agent’s statement of
 1570         resignation from an inactive corporation; amending s.
 1571         617.0124, F.S.; authorizing a domestic or foreign
 1572         corporation to correct a document filed by the
 1573         department within 30 days under certain circumstances;
 1574         amending s. 617.01401, F.S.; defining the terms
 1575         “department,” “distribution,” “mutual benefit
 1576         corporation,” “successor entity,” and “voting power”;
 1577         amending s. 617.0205, F.S.; requiring the
 1578         incorporators to hold an organizational meeting after
 1579         incorporation if the initial directors are not named
 1580         in the articles of incorporation; amending s.
 1581         617.0302, F.S.; authorizing a corporation not for
 1582         profit to make guaranties; amending s. 617.0501, F.S.;
 1583         deleting a provision providing that there shall be no
 1584         charge for telephone requests for certain general
 1585         corporate information; amending s. 617.0503, F.S.;
 1586         providing that an alien business organization may
 1587         withdraw its registered agent designation by
 1588         delivering an application for certificate of
 1589         withdrawal to the department; amending s. 617.0505,
 1590         F.S.; prohibiting a corporation not for profit from
 1591         making distributions to its members; providing an
 1592         exception; deleting provisions related to the issuance
 1593         of certificates; amending s. 617.0601, F.S.;
 1594         correcting a reference to the Solicitation of
 1595         Contributions Act; providing that certain stock
 1596         certificates constitute certificates of membership;
 1597         requiring that a resignation, expulsion, or
 1598         termination of membership be recorded in the
 1599         membership book; creating s. 617.0605, F.S.;
 1600         prohibiting a member of a corporation from
 1601         transferring a membership under certain circumstances;
 1602         creating s. 617.0606, F.S.; providing that the
 1603         resignation of a member does not relieve the member
 1604         from obligations incurred and commitments made prior
 1605         to resignation; creating s. 617.0607, F.S.; requiring
 1606         that a member of a corporation be terminated or
 1607         suspended pursuant to a procedure that is fair and
 1608         reasonable; requiring that written notice given and
 1609         delivered by certified mail or first-class mail;
 1610         requiring that a proceeding challenging an expulsion,
 1611         suspension, or termination be commenced within 1 year
 1612         after the effective date of such expulsion,
 1613         suspension, or termination; providing that a member
 1614         who has been expelled or suspended may be liable to
 1615         the corporation for dues, assessments, or fees;
 1616         creating s. 617.0608, F.S.; prohibiting a corporation
 1617         from purchasing any of its memberships; authorizing a
 1618         mutual benefit corporation to purchase the membership
 1619         of a member who resigns or whose membership is
 1620         terminated; amending s. 617.0701, F.S.; authorizing
 1621         the holders of at least 5 percent of the voting power
 1622         of a corporation to call a special meeting of the
 1623         members under certain circumstances; authorizing a
 1624         person who signs a demand for a special meeting to
 1625         call a special meeting of the members under certain
 1626         circumstances; revising the timeframes relating to
 1627         written member consent to actions; clarifying the
 1628         types of corporations that are not subject to certain
 1629         requirements; amending s. 617.0721, F.S.; authorizing
 1630         the corporation to reject a proxy action if it has
 1631         reasonable doubt as the validity of an appointment;
 1632         providing that members and proxy holders who are not
 1633         physically present at a meeting may participate by
 1634         means of remote communication and are deemed to be
 1635         present at the meeting under certain circumstances;
 1636         amending s. 617.0725, F.S.; requiring an amendment to
 1637         the articles of incorporation or the bylaws which adds
 1638         a greater or lesser quorum or voting requirement to
 1639         meet certain requirements; creating s. 617.07401,
 1640         F.S.; prohibiting a person from commencing a
 1641         proceeding in the right of a domestic or foreign
 1642         corporation unless the person was a member of the
 1643         corporation or became a member through transfer by
 1644         operation of law; requiring that a complaint in a
 1645         proceeding brought in the right of a domestic or
 1646         foreign corporation be verified and allege the demand
 1647         with particularity; authorizing the court to dismiss a
 1648         derivative proceeding if the court finds that a
 1649         determination was made in good faith after a
 1650         reasonable investigation; prohibiting certain
 1651         proceedings from being discontinued or settled without
 1652         the approval of the court; authorizing the court to
 1653         require a plaintiff to pay a defendant’s reasonable
 1654         expenses upon termination of a proceeding, including
 1655         attorney’s fees; amending s. 617.0801, F.S.; providing
 1656         the duties of the board of directors; amending s.
 1657         617.0802, F.S.; providing an exception to the required
 1658         minimum age of a member of the board of directors for
 1659         certain corporations; amending s. 617.0806, F.S.;
 1660         providing that directors may be divided into classes;
 1661         amending s. 617.0808, F.S.; providing that any member
 1662         of the board of directors may be removed from office
 1663         with or without cause by a certain vote; providing
 1664         that a director who is elected by a class, chapter, or
 1665         other organizational unit may be removed only by
 1666         members of that class, chapter, or organizational
 1667         unit; providing that a director elected or appointed
 1668         by the board may be removed without cause by a vote of
 1669         two-thirds of the directors then in office; providing
 1670         that a director of a corporation described in s.
 1671         501(c) of the Internal Revenue Code may be removed
 1672         from office pursuant to procedures provided in the
 1673         articles of incorporation or the bylaws; amending s.
 1674         617.0809, F.S.; providing that a vacancy on the board
 1675         of directors for a director elected by a class,
 1676         chapter, unit, or group may be filled only by members
 1677         of that class, chapter, unit, or group; providing that
 1678         the term of a director elected or appointed to fill a
 1679         vacancy expires at the next annual meeting at which
 1680         directors are elected; amending s. 617.0824, F.S.;
 1681         prohibiting certain directors from being counted
 1682         toward a quorum; amending s. 617.0832, F.S.; deleting
 1683         a provision that authorizes common or interested
 1684         directors to be counted in determining the presence of
 1685         a quorum at a meeting that ratifies a contract between
 1686         a corporation and one of its directors and any other
 1687         corporation in which one of its directors is
 1688         financially interested; providing circumstances under
 1689         which a conflict-of-interest transaction is
 1690         authorized; amending s. 617.0833, F.S.; providing an
 1691         exception to the requirement that a loan not be made
 1692         by a corporation to its directors; amending s.
 1693         617.0834, F.S.; providing that an officer or director
 1694         of a certain nonprofit organization or agricultural or
 1695         horticultural organization is immune from civil
 1696         liability; amending s. 617.1007, F.S.; providing that
 1697         a restatement of the articles of incorporation of a
 1698         corporation may include one or more amendments;
 1699         amending s. 617.1101, F.S.; providing requirements for
 1700         a plan of merger; creating s. 617.1102, F.S.;
 1701         providing a limitation on the merger of a corporation
 1702         not for profit; creating s. 617.1301, F.S.;
 1703         prohibiting a corporation from making distributions to
 1704         its members under certain circumstances; creating s.
 1705         617.1302, F.S.; providing that a mutual benefit
 1706         corporation may purchase its memberships only under
 1707         certain circumstances; authorizing a corporation to
 1708         make distributions upon dissolution; amending s.
 1709         617.1405, F.S.; providing that the name of a dissolved
 1710         corporation may be available for immediate assumption
 1711         by another corporation if the dissolved corporation
 1712         provides the department with an affidavit authorizing
 1713         such use; creating s. 617.1407, F.S.; authorizing a
 1714         dissolved corporation or successor entity to execute
 1715         certain procedures to resolve payment of unknown
 1716         claims against it; providing that certain claims
 1717         against a dissolved corporation are barred; providing
 1718         that a claim may be entered against a dissolved
 1719         corporation under certain circumstances; creating s.
 1720         617.1408, F.S.; authorizing a dissolved corporation or
 1721         successor entity to execute certain procedures to
 1722         dispose of known claims against it; requiring that a
 1723         dissolved corporation deliver written notice of the
 1724         dissolution to each of its known claimants; providing
 1725         a procedure under which a dissolved corporation may
 1726         reject a claim made against it; requiring that a
 1727         dissolved corporation give notice of the dissolution
 1728         to persons having known claims that are contingent,
 1729         conditional, or unmatured; requiring that a dissolved
 1730         corporation follow certain procedures in offering
 1731         compensation to a claimant if the claim matures;
 1732         requiring that a dissolved corporation petition the
 1733         circuit court to determine the amount and form of
 1734         security that is sufficient to provide compensation to
 1735         certain claimants; providing that the giving of notice
 1736         or making of an offer does not revive a claim that has
 1737         been barred; providing that directors of a dissolved
 1738         corporation or governing persons of a successor entity
 1739         that has complied with certain procedures are not
 1740         personally liable to the claimants of a dissolved
 1741         corporation; providing that certain members of a
 1742         dissolved corporation are not liable for any claim
 1743         against the corporation; providing a limit on the
 1744         aggregate liability of any member of a dissolved
 1745         corporation; repealing s. 617.1421(6), F.S., relating
 1746         to the assumption and use of the name of a dissolved
 1747         corporation; amending s. 617.1422, F.S.; deleting
 1748         certain requirements for an application to reinstate a
 1749         corporation that has been dissolved; requiring that a
 1750         corporation submit a reinstatement form prescribed and
 1751         furnished by the department; providing that the name
 1752         of a dissolved corporation is not available for
 1753         assumption or use by another corporation until 1 year
 1754         after the effective date of dissolution; providing an
 1755         exception; amending s. 617.1430, F.S.; revising the
 1756         requirements for members to dissolve a corporation in
 1757         circuit court; amending s. 617.1503, F.S.; requiring a
 1758         foreign corporation to deliver a certificate of
 1759         existence authenticated by the Secretary of State;
 1760         amending s. 617.1504, F.S.; requiring that a foreign
 1761         corporation make application to the department to
 1762         obtain an amended certificate of authority within 90
 1763         days after the occurrence of a change; amending s.
 1764         617.1506, F.S.; requiring that an alternate corporate
 1765         name adopted for use in this state be cross-referenced
 1766         to the real corporate name in the records of the
 1767         Division of Corporations; requiring that the corporate
 1768         name of a foreign corporation be distinguishable from
 1769         the corporate name of a corporation for profit
 1770         incorporated or authorized to transact business in
 1771         this state; amending s. 617.1530, F.S.; requiring that
 1772         the department receive an authenticated certificate
 1773         from the Secretary of State before commencing a
 1774         proceeding to revoke the certificate of authority of a
 1775         foreign corporation; amending s. 617.1601, F.S.;
 1776         requiring that a corporation keep a copy of its
 1777         articles of incorporation; revising certain
 1778         requirements for corporate records; amending s.
 1779         617.1604, F.S.; providing an additional exception to a
 1780         requirement that a corporation pay certain costs and
 1781         attorney fees after a court-ordered inspection of
 1782         certain records under certain circumstances; amending
 1783         s. 617.1602, F.S.; providing that a member of a
 1784         corporation is entitled to inspect and copy certain
 1785         records of the corporation at a reasonable location
 1786         specified by the corporation; requiring that a member
 1787         give the corporation written notice 10 days before the
 1788         date on which he or she wishes to inspect and copy
 1789         records; amending s. 617.1605, F.S.; revising the
 1790         circumstances under which a corporation is required to
 1791         furnish a member with its latest annual financial
 1792         statement; creating s. 617.1703, F.S.; providing for
 1793         the applicability of certain provisions to
 1794         corporations regulated under the act; amending s.
 1795         617.1803, F.S.; providing for certain changes when a
 1796         foreign not-for-profit corporation becomes
 1797         domesticated; amending s. 617.1806, F.S.; revising the
 1798         provisions for conversion to a corporation not for
 1799         profit; amending s. 617.1907, F.S.; providing that the
 1800         repeal or amendment of a statute does not affect
 1801         certain operations and proceedings; repealing s.
 1802         617.2103, F.S., relating to exemptions for certain
 1803         corporations; providing effective dates.