ENROLLED
       2009 Legislature                          SB 2330, 1st Engrossed
       
       
       
       
       
       
                                                             20092330er
    1  
    2         An act relating to corporations; amending s. 607.0728,
    3         F.S.; authorizing certain alternative procedures for
    4         the election of members of the board of directors;
    5         amending s. 607.0807, F.S.; revising resignation
    6         procedures for members of the board of directors;
    7         providing that a resignation may be irrevocable under
    8         certain conditions; amending s. 607.0809, F.S.;
    9         revising procedures for filling a vacancy on the board
   10         of directors; amending s. 607.0501, F.S.; deleting a
   11         provision providing that there shall be no charge for
   12         telephone requests for certain general corporate
   13         information; amending s. 607.1406, F.S.; requiring
   14         notice to known claimants of a dissolved corporation;
   15         amending s. 607.1620, F.S.; requiring that certain
   16         corporations furnish annual financial statements to
   17         shareholders within a specified period after the close
   18         of a fiscal year; providing an exception; providing a
   19         means by which such requirement may be satisfied;
   20         amending s. 617.01201, F.S.; requiring a document that
   21         is electronically transmitted to be in a format that
   22         may be retrieved in typewritten or printed form;
   23         requiring that a document be executed by a director of
   24         the domestic or foreign corporation; authorizing the
   25         delivery of a document by electronic transmission to
   26         the extent allowed by the Department of State;
   27         amending s. 617.0122, F.S.; requiring the department
   28         to collect a fee for filing an agent’s statement of
   29         resignation from an inactive corporation; amending s.
   30         617.0124, F.S.; authorizing a domestic or foreign
   31         corporation to correct a document filed by the
   32         department within 30 days under certain circumstances;
   33         amending s. 617.01401, F.S.; defining the terms
   34         “department,” “distribution,” “mutual benefit
   35         corporation,” “successor entity,” and “voting power”;
   36         amending s. 617.0205, F.S.; requiring the
   37         incorporators to hold an organizational meeting after
   38         incorporation if the initial directors are not named
   39         in the articles of incorporation; amending s.
   40         617.0302, F.S.; authorizing a corporation not for
   41         profit to make guaranties; amending s. 617.0501, F.S.;
   42         deleting a provision providing that there shall be no
   43         charge for telephone requests for certain general
   44         corporate information; amending s. 617.0503, F.S.;
   45         providing that an alien business organization may
   46         withdraw its registered agent designation by
   47         delivering an application for certificate of
   48         withdrawal to the department; amending s. 617.0505,
   49         F.S.; prohibiting a corporation not for profit from
   50         making distributions to its members; providing an
   51         exception; deleting provisions related to the issuance
   52         of certificates; amending s. 617.0601, F.S.;
   53         correcting a reference to the Solicitation of
   54         Contributions Act; providing that certain stock
   55         certificates constitute certificates of membership;
   56         requiring that a resignation, expulsion, or
   57         termination of membership be recorded in the
   58         membership book; creating s. 617.0605, F.S.;
   59         prohibiting a member of a corporation from
   60         transferring a membership under certain circumstances;
   61         creating s. 617.0606, F.S.; providing that the
   62         resignation of a member does not relieve the member
   63         from obligations incurred and commitments made prior
   64         to resignation; creating s. 617.0607, F.S.; requiring
   65         that a member of a corporation be terminated or
   66         suspended pursuant to a procedure that is fair and
   67         reasonable; requiring that written notice given and
   68         delivered by certified mail or first-class mail;
   69         requiring that a proceeding challenging an expulsion,
   70         suspension, or termination be commenced within 1 year
   71         after the effective date of such expulsion,
   72         suspension, or termination; providing that a member
   73         who has been expelled or suspended may be liable to
   74         the corporation for dues, assessments, or fees;
   75         creating s. 617.0608, F.S.; prohibiting a corporation
   76         from purchasing any of its memberships; authorizing a
   77         mutual benefit corporation to purchase the membership
   78         of a member who resigns or whose membership is
   79         terminated; amending s. 617.0701, F.S.; authorizing
   80         the holders of at least 5 percent of the voting power
   81         of a corporation to call a special meeting of the
   82         members under certain circumstances; authorizing a
   83         person who signs a demand for a special meeting to
   84         call a special meeting of the members under certain
   85         circumstances; revising the timeframes relating to
   86         written member consent to actions; clarifying the
   87         types of corporations that are not subject to certain
   88         requirements; amending s. 617.0721, F.S.; authorizing
   89         the corporation to reject a proxy action if it has
   90         reasonable doubt as the validity of an appointment;
   91         providing that members and proxy holders who are not
   92         physically present at a meeting may participate by
   93         means of remote communication and are deemed to be
   94         present at the meeting under certain circumstances;
   95         amending s. 617.0725, F.S.; requiring an amendment to
   96         the articles of incorporation or the bylaws which adds
   97         a greater or lesser quorum or voting requirement to
   98         meet certain requirements; creating s. 617.07401,
   99         F.S.; prohibiting a person from commencing a
  100         proceeding in the right of a domestic or foreign
  101         corporation unless the person was a member of the
  102         corporation or became a member through transfer by
  103         operation of law; requiring that a complaint in a
  104         proceeding brought in the right of a domestic or
  105         foreign corporation be verified and allege the demand
  106         with particularity; authorizing the court to dismiss a
  107         derivative proceeding if the court finds that a
  108         determination was made in good faith after a
  109         reasonable investigation; prohibiting certain
  110         proceedings from being discontinued or settled without
  111         the approval of the court; authorizing the court to
  112         require a plaintiff to pay a defendant’s reasonable
  113         expenses upon termination of a proceeding, including
  114         attorney’s fees; amending s. 617.0801, F.S.; providing
  115         the duties of the board of directors; amending s.
  116         617.0802, F.S.; providing an exception to the required
  117         minimum age of a member of the board of directors for
  118         certain corporations; excluding certain corporations
  119         from eligibility for such exception; amending s.
  120         617.0806, F.S.; providing that directors may be
  121         divided into classes; amending s. 617.0808, F.S.;
  122         providing that any member of the board of directors
  123         may be removed from office with or without cause by a
  124         certain vote; providing that a director who is elected
  125         by a class, chapter, or other organizational unit may
  126         be removed only by members of that class, chapter, or
  127         organizational unit; providing that a director elected
  128         or appointed by the board may be removed without cause
  129         by a vote of two-thirds of the directors then in
  130         office; providing that a director of a corporation
  131         described in s. 501(c) of the Internal Revenue Code
  132         may be removed from office pursuant to procedures
  133         provided in the articles of incorporation or the
  134         bylaws; amending s. 617.0809, F.S.; providing that a
  135         vacancy on the board of directors for a director
  136         elected by a class, chapter, unit, or group may be
  137         filled only by members of that class, chapter, unit,
  138         or group; providing that the term of a director
  139         elected or appointed to fill a vacancy expires at the
  140         next annual meeting at which directors are elected;
  141         amending s. 617.0824, F.S.; prohibiting certain
  142         directors from being counted toward a quorum; amending
  143         s. 617.0832, F.S.; deleting a provision that
  144         authorizes common or interested directors to be
  145         counted in determining the presence of a quorum at a
  146         meeting that ratifies a contract between a corporation
  147         and one of its directors and any other corporation in
  148         which one of its directors is financially interested;
  149         providing circumstances under which a conflict-of
  150         interest transaction is authorized; amending s.
  151         617.0833, F.S.; providing an exception to the
  152         requirement that a loan not be made by a corporation
  153         to its directors; amending s. 617.0834, F.S.;
  154         providing that an officer or director of a certain
  155         nonprofit organization or agricultural or
  156         horticultural organization is immune from civil
  157         liability; amending s. 617.1007, F.S.; providing that
  158         a restatement of the articles of incorporation of a
  159         corporation may include one or more amendments;
  160         amending s. 617.1101, F.S.; providing requirements for
  161         a plan of merger; creating s. 617.1102, F.S.;
  162         providing a limitation on the merger of a corporation
  163         not for profit; creating s. 617.1301, F.S.;
  164         prohibiting a corporation from making distributions to
  165         its members under certain circumstances; creating s.
  166         617.1302, F.S.; providing that a mutual benefit
  167         corporation may purchase its memberships only under
  168         certain circumstances; authorizing a corporation to
  169         make distributions upon dissolution; amending s.
  170         617.1405, F.S.; providing that the name of a dissolved
  171         corporation may be available for immediate assumption
  172         by another corporation if the dissolved corporation
  173         provides the department with an affidavit authorizing
  174         such use; creating s. 617.1407, F.S.; authorizing a
  175         dissolved corporation or successor entity to execute
  176         certain procedures to resolve payment of unknown
  177         claims against it; providing that certain claims
  178         against a dissolved corporation are barred; providing
  179         that a claim may be entered against a dissolved
  180         corporation under certain circumstances; creating s.
  181         617.1408, F.S.; authorizing a dissolved corporation or
  182         successor entity to execute certain procedures to
  183         dispose of known claims against it; requiring that a
  184         dissolved corporation deliver written notice of the
  185         dissolution to each of its known claimants; providing
  186         a procedure under which a dissolved corporation may
  187         reject a claim made against it; requiring that a
  188         dissolved corporation give notice of the dissolution
  189         to persons having known claims that are contingent,
  190         conditional, or unmatured; requiring that a dissolved
  191         corporation follow certain procedures in offering
  192         compensation to a claimant if the claim matures;
  193         requiring that a dissolved corporation petition the
  194         circuit court to determine the amount and form of
  195         security that is sufficient to provide compensation to
  196         certain claimants; providing that the giving of notice
  197         or making of an offer does not revive a claim that has
  198         been barred; providing that directors of a dissolved
  199         corporation or governing persons of a successor entity
  200         that has complied with certain procedures are not
  201         personally liable to the claimants of a dissolved
  202         corporation; providing that certain members of a
  203         dissolved corporation are not liable for any claim
  204         against the corporation; providing a limit on the
  205         aggregate liability of any member of a dissolved
  206         corporation; repealing s. 617.1421(6), F.S., relating
  207         to the assumption and use of the name of a dissolved
  208         corporation; amending s. 617.1422, F.S.; deleting
  209         certain requirements for an application to reinstate a
  210         corporation that has been dissolved; requiring that a
  211         corporation submit a reinstatement form prescribed and
  212         furnished by the department; providing that the name
  213         of a dissolved corporation is not available for
  214         assumption or use by another corporation until 1 year
  215         after the effective date of dissolution; providing an
  216         exception; amending s. 617.1430, F.S.; revising the
  217         requirements for members to dissolve a corporation in
  218         circuit court; amending s. 617.1503, F.S.; requiring a
  219         foreign corporation to deliver a certificate of
  220         existence authenticated by the Secretary of State;
  221         amending s. 617.1504, F.S.; requiring that a foreign
  222         corporation make application to the department to
  223         obtain an amended certificate of authority within 90
  224         days after the occurrence of a change; amending s.
  225         617.1506, F.S.; requiring that an alternate corporate
  226         name adopted for use in this state be cross-referenced
  227         to the real corporate name in the records of the
  228         Division of Corporations; requiring that the corporate
  229         name of a foreign corporation be distinguishable from
  230         the corporate name of a corporation for profit
  231         incorporated or authorized to transact business in
  232         this state; amending s. 617.1530, F.S.; requiring that
  233         the department receive an authenticated certificate
  234         from the Secretary of State before commencing a
  235         proceeding to revoke the certificate of authority of a
  236         foreign corporation; amending s. 617.1601, F.S.;
  237         requiring that a corporation keep a copy of its
  238         articles of incorporation; amending s. 617.1602, F.S.;
  239         providing that a member of a corporation is entitled
  240         to inspect and copy certain records of the corporation
  241         at a reasonable location specified by the corporation;
  242         requiring that a member give the corporation written
  243         notice 10 days before the date on which he or she
  244         wishes to inspect and copy records; amending s.
  245         617.1605, F.S.; revising the circumstances under which
  246         a corporation is required to furnish a member with its
  247         latest annual financial statement; creating s.
  248         617.1703, F.S.; providing for the applicability of
  249         certain provisions to corporations regulated under the
  250         act; amending s. 617.1803, F.S.; providing for certain
  251         changes when a foreign not-for-profit corporation
  252         becomes domesticated; amending s. 617.1806, F.S.;
  253         revising the provisions for conversion to a
  254         corporation not for profit; amending s. 617.1907,
  255         F.S.; providing that the repeal or amendment of a
  256         statute does not affect certain operations and
  257         proceedings; repealing s. 617.2103, F.S., relating to
  258         exemptions for certain corporations; providing
  259         effective dates.
  260  
  261  Be It Enacted by the Legislature of the State of Florida:
  262  
  263         Section 1. Subsection (1) of section 607.0728, Florida
  264  Statutes, is amended to read:
  265         607.0728 Voting for directors; cumulative voting.—
  266         (1) Unless otherwise provided in the articles of
  267  incorporation, or in a bylaw that fixes a greater voting
  268  requirement for the election of directors and that is adopted by
  269  the board of directors or shareholders of a corporation having
  270  shares listed on a national securities exchange at the time of
  271  adoption, directors are elected by a plurality of the votes cast
  272  by the shares entitled to vote in the election at a meeting at
  273  which a quorum is present. A bylaw provision or amendment
  274  adopted by shareholders which specifies the votes necessary for
  275  the election of directors may not be further amended or repealed
  276  by the board of directors.
  277         Section 2. Subsection (2) of section 607.0807, Florida
  278  Statutes, is amended, and subsection (3) is added to that
  279  section, to read:
  280         607.0807 Resignation of directors.—
  281         (2) A resignation is effective when the notice is delivered
  282  unless the notice specifies a later effective date or an
  283  effective date determined upon the subsequent happening of an
  284  event. If a resignation is made effective at a later date or
  285  upon the subsequent happening of an event, the board of
  286  directors may fill the pending vacancy before the effective date
  287  occurs if the board of directors provides that the successor
  288  does not take office until the effective date.
  289         (3) A resignation that specifies a later effective date or
  290  that is conditioned upon the subsequent happening of an event
  291  may provide that the resignation is irrevocable.
  292         Section 3. Subsection (3) of section 607.0809, Florida
  293  Statutes, is amended to read:
  294         607.0809 Vacancy on board.—
  295         (3) A vacancy that may will occur at a specific later date
  296  (under s. 607.0807(2) by reason of a resignation effective at a
  297  later date or upon the subsequent happening of an event under s.
  298  607.0807(2) or otherwise) may be filled before the vacancy
  299  occurs but the new director may not take office until the
  300  vacancy occurs.
  301         Section 4. Subsection (4) of section 607.0501, Florida
  302  Statutes, is amended to read:
  303         607.0501 Registered office and registered agent.—
  304         (4) The Department of State shall maintain an accurate
  305  record of the registered agents and registered offices for the
  306  service of process and shall furnish any information disclosed
  307  thereby promptly upon request and payment of the required fee.
  308  There shall be no charge for telephone requests for general
  309  corporate information, including the corporation’s status, names
  310  of officers and directors, address of principal place of
  311  business, and name and address of registered agent.
  312         Section 5. Subsection (4) of section 607.1406, Florida
  313  Statutes, is amended to read:
  314         607.1406 Known claims against dissolved corporation.—
  315         (4) A dissolved corporation or successor entity electing to
  316  follow the procedures described in subsections (2) and (3) shall
  317  also give notice of the dissolution of the corporation to
  318  persons with known claims, that are contingent upon the
  319  occurrence or nonoccurrence of future events or otherwise
  320  conditional or unmatured, and request that such persons present
  321  such claims in accordance with the terms of such notice. Such
  322  notice shall be in substantially the same form, and sent in the
  323  same manner, as described in subsection (2).
  324         Section 6. Effective upon this act becoming a law and
  325  applicable to all fiscal years ending on or after December 31,
  326  2008, subsection (3) of section 607.1620, Florida Statutes, is
  327  amended, and subsection (5) is added to that section, to read:
  328         607.1620 Financial statements for shareholders.—
  329         (3) Any A corporation required by subsection (1) to furnish
  330  annual financial statements to its shareholders shall furnish
  331  mail the annual financial statements to each shareholder within
  332  120 days after the close of each fiscal year or within such
  333  additional time thereafter as is reasonably necessary to enable
  334  the corporation to prepare its financial statements if, for
  335  reasons beyond the corporation’s control, it is unable to
  336  prepare its financial statements within the prescribed period.
  337  Thereafter, on written request from a shareholder who was not
  338  furnished mailed the statements, the corporation shall furnish
  339  mail him or her the latest annual financial statements.
  340         (5) The requirement to furnish annual financial statements
  341  as described in this section shall be satisfied by sending the
  342  annual financial statements by mail or by electronic
  343  transmission. If a corporation has an outstanding class of
  344  securities registered under s. 12 of the Securities Exchange Act
  345  of 1934, as amended, the requirement to furnish annual financial
  346  statements may be satisfied by complying with 17 C.F.R. s.
  347  240.14a-16, as amended, with respect to the obligation of a
  348  corporation to furnish an annual report to shareholders pursuant
  349  to 17 C.F.R. s. 240.14a-3(b), as amended.
  350         Section 7. Subsections (4), (6), and (9) of section
  351  617.01201, Florida Statutes, are amended to read:
  352         617.01201 Filing requirements.—
  353         (4) The document must be typewritten or printed and must be
  354  legible. If electronically transmitted, the document must be in
  355  a format that may be retrieved or reproduced in typewritten or
  356  printed form.
  357         (6) The document must be executed:
  358         (a) By a director the chair or any vice chair of the board
  359  of directors of a domestic or foreign corporation, or by its
  360  president or by another of its officers;
  361         (b) If directors or officers have not been selected or the
  362  corporation has not been formed, by an incorporator; or
  363         (c) If the corporation is in the hands of a receiver,
  364  trustee, or other court-appointed fiduciary, by the that
  365  fiduciary.
  366         (9) The document must be delivered to the office of the
  367  department of State for filing. Delivery may be made by
  368  electronic transmission if and to the extent allowed by the
  369  department. If the document is filed in typewritten or printed
  370  form and not transmitted electronically, the department may
  371  require that and may be accompanied by one exact or conformed
  372  copy be delivered with the document, (except as provided in s.
  373  617.1508. The document), and must be accompanied by the correct
  374  filing fee and any other tax or penalty required by this act or
  375  other law.
  376         Section 8. Subsection (7) of section 617.0122, Florida
  377  Statutes, is amended to read:
  378         617.0122 Fees for filing documents and issuing
  379  certificates.—The Department of State shall collect the
  380  following fees on documents delivered to the department for
  381  filing:
  382         (7) Agent’s statement of resignation from inactive
  383  administratively dissolved corporation: $35.
  384  
  385  Any citizen support organization that is required by rule of the
  386  Department of Environmental Protection to be formed as a
  387  nonprofit organization and is under contract with the department
  388  is exempt from any fees required for incorporation as a
  389  nonprofit organization, and the Secretary of State may not
  390  assess any such fees if the citizen support organization is
  391  certified by the Department of Environmental Protection to the
  392  Secretary of State as being under contract with the Department
  393  of Environmental Protection.
  394         Section 9. Subsections (1) and (2) of section 617.0124,
  395  Florida Statutes, are amended to read:
  396         617.0124 Correcting filed document.—
  397         (1) A domestic or foreign corporation may correct a
  398  document filed by the department of State within 30 10 business
  399  days after filing if the document:
  400         (a) The document contains an incorrect statement; or
  401         (b) The document was defectively executed, attested,
  402  sealed, verified, or acknowledged; or.
  403         (c) The electronic transmission of the document was
  404  defective.
  405         (2) A document is corrected:
  406         (a) By preparing articles of correction that:
  407         1. Describe the document, (including its filing date) or
  408  attach a copy of it to the articles;
  409         2. Specify the incorrect statement and the reason it is
  410  incorrect or the manner in which the execution was defective;
  411  and
  412         3. Correct the incorrect statement or defective execution;
  413  and
  414         (b) By delivering the executed articles of correction to
  415  the department of State for filing.
  416         Section 10. Section 617.01401, Florida Statutes, is amended
  417  to read:
  418         617.01401 Definitions.—As used in this chapter act, unless
  419  the context otherwise requires, the term:
  420         (1) “Articles of incorporation” includes original, amended,
  421  and restated articles of incorporation, articles of
  422  consolidation, and articles of merger, and all amendments
  423  thereto, including documents designated by the laws of this
  424  state as charters, and, in the case of a foreign corporation,
  425  documents equivalent to articles of incorporation in the
  426  jurisdiction of incorporation.
  427         (2) “Board of directors” means the group of persons vested
  428  with the management of the affairs of the corporation
  429  irrespective of the name by which such group is designated,
  430  including, but not limited to, managers or trustees.
  431         (3) “Bylaws” means the code or codes of rules adopted for
  432  the regulation or management of the affairs of the corporation
  433  irrespective of the name or names by which such rules are
  434  designated.
  435         (4) “Corporation” or “domestic corporation” means a
  436  corporation not for profit, subject to the provisions of this
  437  chapter act, except a foreign corporation.
  438         (5) “Corporation not for profit” means a corporation no
  439  part of the income or profit of which is distributable to its
  440  members, directors, or officers, except as otherwise provided
  441  under this chapter.
  442         (6) “Department” means the Department of State.
  443         (7) “Distribution” means the payment of a dividend or any
  444  part of the income or profit of a corporation to its members,
  445  directors, or officers. A donation or transfer of corporate
  446  assets or income to or from another not-for-profit corporation
  447  qualified as tax-exempt under s. 501(c) of the Internal Revenue
  448  Code or a governmental organization exempt from federal and
  449  state income taxes, if such corporation or governmental
  450  organization is a member of the corporation making such donation
  451  or transfer, is not a distribution for purposes of this chapter.
  452         (8)(6) “Electronic transmission” means any form of
  453  communication, not directly involving the physical transmission
  454  or transfer of paper, which creates a record that may be
  455  retained, retrieved, and reviewed by a recipient thereof and
  456  which may be directly reproduced in a comprehensible and legible
  457  paper form by such recipient through an automated process.
  458  Examples of electronic transmission include, but are not limited
  459  to, telegrams, facsimile transmissions of images, and text that
  460  is sent via electronic mail between computers.
  461         (9)(7) “Foreign corporation” means a corporation not for
  462  profit organized under laws other than the laws of this state.
  463         (10)(8) “Insolvent” means the inability of a corporation to
  464  pay its debts as they become due in the usual course of its
  465  affairs.
  466         (11)(9) “Mail” means the United States mail, facsimile
  467  transmissions, and private mail carriers handling nationwide
  468  mail services.
  469         (12)(10) “Member” means one having membership rights in a
  470  corporation in accordance with the provisions of its articles of
  471  incorporation or bylaws or the provisions of this chapter act.
  472         (13) “Mutual benefit corporation” means a domestic
  473  corporation that is not organized primarily or exclusively for
  474  religious purposes; is not recognized as exempt under s.
  475  501(c)(3) of the Internal Revenue Code; and is not organized for
  476  a public or charitable purpose that is required upon its
  477  dissolution to distribute its assets to the United States, a
  478  state, a local subdivision thereof, or a person that is
  479  recognized as exempt under s. 501(c)(3) of the Internal Revenue
  480  Code. The term does not include an association organized under
  481  chapter 718, chapter 719, chapter 720, or chapter 721, or any
  482  corporation where membership in the corporation is required
  483  pursuant to a document recorded in county property records.
  484         (14)(11) “Person” includes individual and entity.
  485         (15) “Successor entity” means any trust, receivership, or
  486  other legal entity that is governed by the laws of this state to
  487  which the remaining assets and liabilities of a dissolved
  488  corporation are transferred and that exists solely for the
  489  purposes of prosecuting and defending suits by or against the
  490  dissolved corporation and enabling the dissolved corporation to
  491  settle and close the business of the dissolved corporation, to
  492  dispose of and convey the property of the dissolved corporation,
  493  to discharge the liabilities of the dissolved corporation, and
  494  to distribute to the dissolved corporation’s members any
  495  remaining assets, but not for the purpose of continuing the
  496  business for which the dissolved corporation was organized.
  497         (16) “Voting power” means the total number of votes
  498  entitled to be cast for the election of directors at the time
  499  the determination of voting power is made, excluding a vote that
  500  is contingent upon the happening of a condition or event that
  501  has not yet occurred. If the members of a class are entitled to
  502  vote as a class to elect directors, the determination of the
  503  voting power of the class is based on the percentage of the
  504  number of directors the class is entitled to elect relative to
  505  the total number of authorized directors. If the corporation’s
  506  directors are not elected by the members, voting power shall,
  507  unless otherwise provided in the articles of incorporation or
  508  bylaws, be on a one-member, one-vote basis.
  509         Section 11. Subsection (1) of section 617.0205, Florida
  510  Statutes, is amended to read:
  511         617.0205 Organizational meeting of directors.—
  512         (1) After incorporation:
  513         (a) If initial directors are named in the articles of
  514  incorporation, the initial directors shall hold an
  515  organizational meeting, at the call of a majority of the
  516  directors, to complete the organization of the corporation by
  517  appointing officers, adopting bylaws, and carrying on any other
  518  business brought before the meeting;
  519         (b) If initial directors are not named in the articles of
  520  incorporation, the incorporators shall hold an organizational
  521  meeting at the call of a majority of the incorporators:
  522         1. To elect directors and complete the organization of the
  523  corporation; or
  524         2. To elect a board of directors who shall complete the
  525  organization of the corporation.
  526         Section 12. Section 617.0302, Florida Statutes, is amended
  527  to read:
  528         617.0302 Corporate powers.—Every corporation not for profit
  529  organized under this chapter act, unless otherwise provided in
  530  its articles of incorporation or bylaws, shall have power to:
  531         (1) Have succession by its corporate name for the period
  532  set forth in its articles of incorporation.
  533         (2) Sue and be sued and appear and defend in all actions
  534  and proceedings in its corporate name to the same extent as a
  535  natural person.
  536         (3) Adopt, use, and alter a common corporate seal. However,
  537  such seal must always contain the words “corporation not for
  538  profit.”
  539         (4) Elect or appoint such officers and agents as its
  540  affairs shall require and allow them reasonable compensation.
  541         (5) Adopt, change, amend, and repeal bylaws, not
  542  inconsistent with law or its articles of incorporation, for the
  543  administration of the affairs of the corporation and the
  544  exercise of its corporate powers.
  545         (6) Increase, by a vote of its members cast as the bylaws
  546  may direct, the number of its directors so that the number shall
  547  not be less than three but may be any number in excess thereof.
  548         (7) Make contracts and guaranties, incur liabilities,
  549  borrow money at such rates of interest as the corporation may
  550  determine, issue its notes, bonds, and other obligations, and
  551  secure any of its obligations by mortgage and pledge of all or
  552  any of its property, franchises, or income.
  553         (8) Conduct its affairs, carry on its operations, and have
  554  offices and exercise the powers granted by this act in any
  555  state, territory, district, or possession of the United States
  556  or any foreign country.
  557         (9) Purchase, take, receive, lease, take by gift, devise,
  558  or bequest, or otherwise acquire, own, hold, improve, use, or
  559  otherwise deal in and with real or personal property, or any
  560  interest therein, wherever situated.
  561         (10) Acquire, enjoy, utilize, and dispose of patents,
  562  copyrights, and trademarks and any licenses and other rights or
  563  interests thereunder or therein.
  564         (11) Sell, convey, mortgage, pledge, lease, exchange,
  565  transfer, or otherwise dispose of all or any part of its
  566  property and assets.
  567         (12) Purchase, take, receive, subscribe for, or otherwise
  568  acquire, own, hold, vote, use, employ, sell, mortgage, lend,
  569  pledge, or otherwise dispose of and otherwise use and deal in
  570  and with, shares and other interests in, or obligations of,
  571  other domestic or foreign corporations, whether for profit or
  572  not for profit, associations, partnerships, or individuals, or
  573  direct or indirect obligations of the United States, or of any
  574  other government, state, territory, governmental district,
  575  municipality, or of any instrumentality thereof.
  576         (13) Lend money for its corporate purposes, invest and
  577  reinvest its funds, and take and hold real and personal property
  578  as security for the payment of funds loaned or invested except
  579  as prohibited by s. 617.0833.
  580         (14) Make donations for the public welfare or for
  581  religious, charitable, scientific, educational, or other similar
  582  purposes.
  583         (15) Have and exercise all powers necessary or convenient
  584  to effect any or all of the purposes for which the corporation
  585  is organized.
  586         (16) Merge with other corporations or other business
  587  entities identified in s. 607.1108(1), both for profit and not
  588  for profit, domestic and foreign, if the surviving corporation
  589  or other surviving business entity is a corporation not for
  590  profit or other business entity that has been organized as a
  591  not-for-profit entity under a governing statute or other
  592  applicable law that permits such a merger.
  593         Section 13. Subsection (4) of section 617.0501, Florida
  594  Statutes, is amended to read:
  595         617.0501 Registered office and registered agent.—
  596         (4) The Department of State shall maintain an accurate
  597  record of the registered agents and registered offices for the
  598  service of process and shall furnish any information disclosed
  599  thereby promptly upon request and payment of the required fee.
  600  There shall be no charge for telephone requests for general
  601  corporate information, including the corporation’s status, names
  602  of officers and directors, address of principal place of
  603  business, and name and address of resident agent.
  604         Section 14. Subsection (12) is added to section 617.0503,
  605  Florida Statutes, to read:
  606         617.0503 Registered agent; duties; confidentiality of
  607  investigation records.—
  608         (12) Any alien business organization may withdraw its
  609  registered agent designation by delivering an application for
  610  certificate of withdrawal to the department for filing. The
  611  application shall set forth:
  612         (a) The name of the alien business organization and the
  613  jurisdiction under the law of which it is incorporated or
  614  organized; and
  615         (b) That it is no longer required to maintain a registered
  616  agent in this state.
  617         Section 15. Section 617.0505, Florida Statutes, is amended
  618  to read:
  619         617.0505 Distributions; exceptions Payment of dividends and
  620  distribution of income to members prohibited; issuance of
  621  certificates of membership; effect of stock issued under prior
  622  law.—
  623         (1)Except as authorized in s. 617.1302, A dividend may not
  624  be paid, and any part of the income or profit of a corporation
  625  may not make distributions be distributed, to its members,
  626  directors, or officers.
  627         (1) A mutual benefit corporation, such as a private club
  628  that is established for social, pleasure, or recreational
  629  purposes and that is organized as a corporation of which the
  630  equity interests are held by the members, may, subject to s.
  631  617.1302, purchase the equity membership interest of any member,
  632  and the payment for such interest is not a distribution for
  633  purposes of this section.
  634         (2) A corporation may pay compensation in a reasonable
  635  amount to its members, directors, or officers for services
  636  rendered, may confer benefits upon its members in conformity
  637  with its purposes, and, upon dissolution or final liquidation,
  638  may make distributions to its members as permitted by this
  639  chapter act.
  640         (3) If expressly permitted by its articles of
  641  incorporation, a corporation may make distributions upon partial
  642  liquidation to its members, as permitted by this section. Any
  643  such payment, benefit, or distribution does not constitute a
  644  dividend or a distribution of income or profit for purposes of
  645  this section.
  646         (4) A Any corporation that which is a utility exempt from
  647  regulation under s. 367.022(7), whose articles of incorporation
  648  state that it is exempt from taxation under s. 501(c)(12) of the
  649  Internal Revenue Code, may make such refunds to its members,
  650  prior to a dissolution or liquidation, as its managing board
  651  deems necessary to establish or preserve its tax-exempt status.
  652  Any such refund does not constitute a dividend or a distribution
  653  of income or profit for purposes of this section.
  654         (5) A corporation that is regulated by chapter 718, chapter
  655  719, chapter 720, chapter 721, or chapter 723, or a corporation
  656  where membership in such corporation is required pursuant to a
  657  document recorded in the county property records, may make
  658  refunds to its members, giving credits to its members,
  659  disbursing insurance proceeds to its members, or disbursing or
  660  paying settlements to its members without violating this
  661  section.
  662         (2) Subject to subsection (1), a corporation may issue
  663  certificates in any form evidencing membership in the
  664  corporation.
  665         (3) Stock certificates issued under former s. 617.011(2),
  666  Florida Statutes (1989), constitute membership certificates for
  667  purposes of this act.
  668         Section 16. Subsections (1), (2), and (5) of section
  669  617.0601, Florida Statutes, are amended to read:
  670         617.0601 Members, generally.—
  671         (1)(a) A corporation may have one or more classes of
  672  members or may have no members. If the corporation has one or
  673  more classes of members, the designation of such class or
  674  classes, the qualifications and rights of the members of each
  675  class, any quorum and voting requirements for meetings and
  676  activities of the members, and notice requirements sufficient to
  677  provide notice of meetings and activities of the members must be
  678  set forth in the articles of incorporation or in the bylaws.
  679         (b) The articles of incorporation or bylaws of any
  680  corporation not for profit that maintains chapters or affiliates
  681  may grant representatives of such chapters or affiliates the
  682  right to vote in conjunction with the board of directors of the
  683  corporation notwithstanding applicable quorum or voting
  684  requirements of this chapter act if the corporation is
  685  registered with the department of State pursuant to ss. 496.401
  686  496.424 ss. 496.001-496.011, the Solicitation of Contributions
  687  Funds Act.
  688         (c) This subsection does not apply to any condominium
  689  association organized under chapter 718.
  690         (2) A corporation may issue certificates of membership.
  691  Stock certificates issued under former s. 617.011(2), Florida
  692  Statutes (1989), constitute certificates of membership for
  693  purposes of this section.
  694         (5) Membership in the corporation may be terminated in the
  695  manner provided by law, by the articles of incorporation, or by
  696  the bylaws, and A resignation, expulsion, suspension, or
  697  termination of membership pursuant to s. 617.0606 or s. 617.0607
  698  shall be recorded in the membership book. Unless otherwise
  699  provided in the articles of incorporation or the bylaws, all the
  700  rights and privileges of a member cease on termination of
  701  membership.
  702         Section 17. Section 617.0605, Florida Statutes, is created
  703  to read:
  704         617.0605 Transfer of membership interests.—
  705         (1) A member of a corporation may not transfer a membership
  706  or any right arising from membership except as otherwise allowed
  707  in this section.
  708         (2) Except as set forth in the articles of incorporation or
  709  bylaws of a mutual benefit corporation, a member of a mutual
  710  benefit corporation may not transfer a membership or any right
  711  arising from membership.
  712         (3) If transfer rights have been provided for one or more
  713  members of a mutual benefit corporation, a restriction on such
  714  rights is not binding with respect to a member holding a
  715  membership issued before the adoption of the restriction unless
  716  the restriction is approved by the members and the affected
  717  member.
  718         Section 18. Section 617.0606, Florida Statutes, is created
  719  to read:
  720         617.0606 Resignation of members.—
  721         (1) Except as may be provided in the articles of
  722  incorporation or bylaws of a corporation, a member of a mutual
  723  benefit corporation may not transfer a membership or any right
  724  arising from membership.
  725         (2) The resignation of a member does not relieve the member
  726  from any obligations that the member may have to the corporation
  727  as a result of obligations incurred or commitments made before
  728  resignation.
  729         Section 19. Section 617.0607, Florida Statutes, is created
  730  to read:
  731         617.0607 Termination, expulsion, and suspension.—
  732         (1) A member of a corporation may not be expelled or
  733  suspended, and a membership in the corporation may not be
  734  terminated or suspended, except pursuant to a procedure that is
  735  fair and reasonable and is carried out in good faith.
  736         (2) Any written notice given by mail must be delivered by
  737  certified mail or first-class mail to the last address of the
  738  member shown on the records of the corporation.
  739         (3) Any proceeding challenging an expulsion, suspension, or
  740  termination, including a proceeding in which the defective
  741  notice is alleged, must be commenced within 1 year after the
  742  effective date of the expulsion, suspension, or termination.
  743         (4) A member who has been expelled or suspended may be
  744  liable to the corporation for dues, assessments, or fees as a
  745  result of obligations incurred or commitments made before
  746  expulsion or suspension.
  747         Section 20. Section 617.0608, Florida Statutes, is created
  748  to read:
  749         617.0608 Purchase of memberships.—
  750         (1) A corporation may not purchase any of its memberships
  751  or any right arising from membership except as provided in s.
  752  617.0505 or subsection (2).
  753         (2) Subject to s. 617.1302, a mutual benefit corporation
  754  may purchase the membership of a member who resigns, or whose
  755  membership is terminated, for the amount and pursuant to the
  756  conditions set forth in its articles of incorporation or bylaws.
  757         Section 21. Subsections (3), (4), and (6) of section
  758  617.0701, Florida Statutes, are amended to read:
  759         617.0701 Meetings of members, generally; failure to hold
  760  annual meeting; special meeting; consent to corporate actions
  761  without meetings; waiver of notice of meetings.—
  762         (3) Except as provided in the articles of incorporation or
  763  bylaws, special meetings of the members may be called by:
  764         (a) The president;,
  765         (b) The chair of the board of directors;,
  766         (c) The board of directors;, or such
  767         (d) Other officers or persons as are provided for in the
  768  articles of incorporation or the bylaws;.
  769         (e) The holders of at least 5 percent of the voting power
  770  of a corporation when one or more written demands for the
  771  meeting, which describe the purpose for which the meeting is to
  772  be held, are signed, dated, and delivered to a corporate
  773  officer; or
  774         (f) A person who signs a demand for a special meeting
  775  pursuant to paragraph (e) if notice for a special meeting is not
  776  given within 30 days after receipt of the demand. The person
  777  signing the demand may set the time and place of the meeting and
  778  give notice under this subsection.
  779         (4)(a) Unless otherwise provided in the articles of
  780  incorporation, action required or permitted by this chapter act
  781  to be taken at an annual or special meeting of members may be
  782  taken without a meeting, without prior notice, and without a
  783  vote if the action is taken by the members entitled to vote on
  784  such action and having not less than the minimum number of votes
  785  necessary to authorize such action at a meeting at which all
  786  members entitled to vote on such action were present and voted.
  787         (a)In order To be effective, the action must be evidenced
  788  by one or more written consents describing the action taken,
  789  dated and signed by approving members having the requisite
  790  number of votes and entitled to vote on such action, and
  791  delivered to the corporation by delivery to its principal office
  792  in this state, its principal place of business, the corporate
  793  secretary, or another officer or agent of the corporation having
  794  custody of the book in which proceedings of meetings of members
  795  are recorded. Written consent shall not be effective to take the
  796  corporate action referred to in the consent is not effective
  797  unless the consent is signed by members having the requisite
  798  number of votes necessary to authorize the action within 90 60
  799  days after of the date of the earliest dated consent and is
  800  delivered in the manner required by this section.
  801         (b) Any written consent may be revoked prior to the date
  802  that the corporation receives the required number of consents to
  803  authorize the proposed action. A revocation is not effective
  804  unless in writing and until received by the corporation at its
  805  principal office in this state or its principal place of
  806  business, or received by the corporate secretary or other
  807  officer or agent of the corporation having custody of the book
  808  in which proceedings of meetings of members are recorded.
  809         (c) Within 30 10 days after obtaining such authorization by
  810  written consent, notice must be given to those members who are
  811  entitled to vote on the action but who have not consented in
  812  writing. The notice must fairly summarize the material features
  813  of the authorized action.
  814         (d) A consent signed under this section has the effect of a
  815  meeting vote and may be described as such in any document.
  816         (e) If the action to which the members consent is such as
  817  would have required the filing of articles or a certificate
  818  under any other section of this chapter act if such action had
  819  been voted on by members at a meeting thereof, the articles or
  820  certificate filed under such other section must state that
  821  written consent has been given in accordance with the provisions
  822  of this section.
  823         (f) Whenever action is taken pursuant to this section, the
  824  written consent of the members consenting to such action or the
  825  written reports of inspectors appointed to tabulate such
  826  consents must be filed with the minutes of member proceedings of
  827  members.
  828         (6) Subsections (1) and (3) do not apply to any corporation
  829  that is an association as defined in s. 720.301; a corporation
  830  regulated by chapter 718, chapter 719, chapter 720, chapter 721,
  831  or chapter 723; or a corporation where membership in such
  832  corporation is required pursuant to a document recorded in the
  833  county property records.
  834         Section 22. Section 617.0721, Florida Statutes, is amended
  835  to read:
  836         617.0721 Voting by members.—
  837         (1) Members are not entitled to vote except as conferred by
  838  the articles of incorporation or the bylaws.
  839         (2) A member who is entitled to vote may vote in person or,
  840  unless the articles of incorporation or the bylaws otherwise
  841  provide, may vote by proxy executed in writing by the member or
  842  by his or her duly authorized attorney in fact. An appointment
  843  of a proxy is not valid after 11 months following the date of
  844  its execution unless otherwise provided in the proxy.
  845         (a) If directors or officers are to be elected by members,
  846  the bylaws may provide that such elections may be conducted by
  847  mail.
  848         (b) A corporation may reject a vote, consent, waiver, or
  849  proxy appointment if the secretary or other officer or agent
  850  authorized to tabulate votes, acting in good faith, has a
  851  reasonable basis for doubting the validity of the signature on
  852  it or the signatory’s authority to sign for the member.
  853         (3) If authorized by the board of directors, and subject to
  854  such guidelines and procedures as the board of directors may
  855  adopt, members and proxy holders who are not physically present
  856  at a meeting may, by means of remote communication:
  857         (a) Participate in the meeting.
  858         (b) Be deemed to be present in person and vote at the
  859  meeting if:
  860         1. The corporation implements reasonable means to verify
  861  that each person deemed present and authorized to vote by means
  862  of remote communication is a member or proxy holder; and
  863         2. The corporation implements reasonable measures to
  864  provide such members or proxy holders with a reasonable
  865  opportunity to participate in the meeting and to vote on matters
  866  submitted to the members, including an opportunity to
  867  communicate and to read or hear the proceedings of the meeting
  868  substantially concurrent with the proceedings.
  869  
  870  If any member or proxy holder votes or takes other action by
  871  means of remote communication, a record of that member’s
  872  participation in the meeting must be maintained by the
  873  corporation in accordance with s. 617.1601.
  874         (4)(3) If any corporation, whether for profit or not for
  875  profit, is a member of a corporation organized under this
  876  chapter act, the chair of the board, president, any vice
  877  president, the secretary, or the treasurer of the member
  878  corporation, and any such officer or cashier or trust officer of
  879  a banking or trust corporation holding such membership, and any
  880  like officer of a foreign corporation whether for profit or not
  881  for profit, holding membership in a domestic corporation, shall
  882  be deemed by the corporation in which membership is held to have
  883  the authority to vote on behalf of the member corporation and to
  884  execute proxies and written waivers and consents in relation
  885  thereto, unless, before a vote is taken or a waiver or consent
  886  is acted upon, it appears pursuant to is made to appear by a
  887  certified copy of the bylaws or resolution of the board of
  888  directors or executive committee of the member corporation that
  889  such authority does not exist or is vested in some other officer
  890  or person. In the absence of such certification, a person
  891  executing any such proxies, waivers, or consents or presenting
  892  himself or herself at a meeting as one of such officers of a
  893  corporate member shall be, for the purposes of this section,
  894  conclusively deemed to be duly elected, qualified, and acting as
  895  such officer and to be fully authorized. In the case of
  896  conflicting representation, the corporate member shall be deemed
  897  to be represented by its senior officer, in the order first
  898  stated in this subsection.
  899         (5)(4) The articles of incorporation or the bylaws may
  900  provide that, in all elections for directors, every member
  901  entitled to vote has the right to cumulate his or her votes and
  902  to give one candidate a number of votes equal to the number of
  903  votes he or she could give if one director were being elected
  904  multiplied by the number of directors to be elected or to
  905  distribute such votes on the same principles among any number of
  906  such candidates. A corporation may not have cumulative voting
  907  unless such voting is expressly authorized in the articles of
  908  incorporation.
  909         (6)(5) If a corporation has no members or its members do
  910  not have the right to vote, the directors shall have the sole
  911  voting power.
  912         (7)(6) Subsections (1), (2), (5) (4), and (6) (5) do not
  913  apply to a corporation that is an association as defined in s.
  914  720.301.
  915         Section 23. Section 617.0725, Florida Statutes, is amended
  916  to read:
  917         617.0725 Quorum.—An amendment to the articles of
  918  incorporation or the bylaws which adds, that changes, or deletes
  919  a greater or lesser quorum or voting requirement must meet the
  920  same quorum or voting requirement and be adopted by the same
  921  vote and voting groups required to take action under the quorum
  922  and voting requirements then in effect or proposed to be
  923  adopted, whichever is greater prescribed in the provision being
  924  amended.
  925         Section 24. Section 617.07401, Florida Statutes, is created
  926  to read:
  927         617.07401 Members’ derivative actions.—
  928         (1) A person may not commence a proceeding in the right of
  929  a domestic or foreign corporation unless the person was a member
  930  of the corporation when the transaction complained of occurred
  931  or unless the person became a member through transfer by
  932  operation of law from one who was a member at that time.
  933         (2) A complaint in a proceeding brought in the right of a
  934  domestic or foreign corporation must be verified and allege with
  935  particularity the demand made to obtain action by the board of
  936  directors and that the demand was refused or ignored by the
  937  board of directors for at least 90 days after the date of the
  938  first demand unless, before the expiration of the 90 days, the
  939  person was notified in writing that the corporation rejected the
  940  demand, or unless irreparable injury to the corporation would
  941  result by waiting for the expiration of the 90-day period. If
  942  the corporation commences an investigation of the charges made
  943  in the demand or complaint, the court may stay any proceeding
  944  until the investigation is completed.
  945         (3) The court may dismiss a derivative proceeding if, on
  946  motion by the corporation, the court finds that one of the
  947  groups specified in paragraphs (a)-(c) has made a good faith
  948  determination after conducting a reasonable investigation upon
  949  which its conclusions are based that the maintenance of the
  950  derivative suit is not in the best interests of the corporation.
  951  The corporation has the burden of proving the independence and
  952  good faith of the group making the determination and the
  953  reasonableness of the investigation. The determination shall be
  954  made by:
  955         (a) A majority vote of independent directors present at a
  956  meeting of the board of directors, if the independent directors
  957  constitute a quorum;
  958         (b) A majority vote of a committee consisting of two or
  959  more independent directors appointed by a majority vote of
  960  independent directors present at a meeting of the board of
  961  directors, whether or not such independent directors constitute
  962  a quorum; or
  963         (c) A panel of one or more independent persons appointed by
  964  the court upon motion by the corporation.
  965         (4) A proceeding commenced under this section may not be
  966  discontinued or settled without the approval of the court. If
  967  the court determines that a proposed discontinuance or
  968  settlement substantially affects the interest of the members of
  969  the corporation, or a class, series, or voting group of members,
  970  the court shall direct that notice be given to the members
  971  affected. The court may determine which party or parties to the
  972  proceeding shall bear the expense of giving the notice.
  973         (5) Upon termination of the proceeding, the court may
  974  require the plaintiff to pay any defendant’s reasonable
  975  expenses, including reasonable attorney’s fees, incurred in
  976  defending the proceeding if it finds that the proceeding was
  977  commenced without reasonable cause.
  978         (6) The court may award reasonable expenses for maintaining
  979  the proceeding, including reasonable attorney’s fees, to a
  980  successful plaintiff or to the person commencing the proceeding
  981  who receives any relief, whether by judgment, compromise, or
  982  settlement, and may require that the person account for the
  983  remainder of any proceeds to the corporation; however, this
  984  subsection does not apply to any relief rendered for the benefit
  985  of injured members only and is limited to a recovery of the loss
  986  or damage of the injured members.
  987         Section 25. Section 617.0801, Florida Statutes, is amended
  988  to read:
  989         617.0801 Requirement for and Duties of board of directors.
  990  All corporate powers must be exercised by or under the authority
  991  of, and the affairs of the corporation managed under the
  992  direction of, its board of directors, subject to any limitation
  993  set forth in the articles of incorporation.
  994         Section 26. Subsection (1) of section 617.0802, Florida
  995  Statutes, is amended to read:
  996         617.0802 Qualifications of directors.—
  997         (1) Directors must be natural persons who are 18 years of
  998  age or older but need not be residents of this state or members
  999  of the corporation unless the articles of incorporation or
 1000  bylaws so require. For a corporation organized according to the
 1001  provisions of s. 501(c)(3) of the Internal Revenue Code of 1986,
 1002  as amended, but not for a corporation regulated by chapter 718,
 1003  chapter 719, chapter 720, chapter 721, or chapter 723 or a
 1004  corporation for which membership in such corporation is required
 1005  pursuant to a document recorded in the county property records,
 1006  one director may be 15 years of age or older if so permitted in
 1007  the articles of incorporation or bylaws or by resolution of the
 1008  board of directors. The articles of incorporation or the bylaws
 1009  may prescribe additional qualifications for directors.
 1010         Section 27. Section 617.0806, Florida Statutes, is amended
 1011  to read:
 1012         617.0806 Staggered terms for directors.—The articles of
 1013  incorporation or bylaws may provide that directors may be
 1014  divided into classes and the terms of office of the several
 1015  classes need not be uniform. Each director shall hold office for
 1016  the term to which he or she is elected or appointed and until
 1017  his or her successor has been elected or appointed and qualified
 1018  or until his or her earlier resignation, removal from office, or
 1019  death.
 1020         Section 28. Section 617.0808, Florida Statutes, is amended
 1021  to read:
 1022         617.0808 Removal of directors.—
 1023         (1) Subject to subsection (2), a director may be removed
 1024  from office pursuant to procedures provided in the articles of
 1025  incorporation or the bylaws, which shall provide the following,
 1026  and if they do not do so, shall be deemed to include the
 1027  following:
 1028         (a)(1) Any member of the board of directors may be removed
 1029  from office with or without cause by:
 1030         1. Except as provided in paragraph (i), a majority of all
 1031  votes of the directors, if the director was elected or appointed
 1032  by the directors; or
 1033         2. A majority of all votes of the members, if the director
 1034  was elected or appointed by the members.
 1035         (b) If a director is elected by a class, chapter, or other
 1036  organizational unit, or by region or other geographic grouping,
 1037  the director may be removed only by the members of that class,
 1038  chapter, unit, or grouping. However:
 1039         1. A director may be removed only if the number of votes
 1040  cast to remove the director would be sufficient to elect the
 1041  director at a meeting to elect directors, except as provided in
 1042  subparagraphs 2. and 3.
 1043         2. If cumulative voting is authorized, a director may not
 1044  be removed if the number of votes sufficient to elect the
 1045  director under cumulative voting is voted against the removal of
 1046  the director.
 1047         3. If at the beginning of the term of a director the
 1048  articles of incorporation or bylaws provide that the director
 1049  may be removed for missing a specified number of board meetings,
 1050  the board may remove the director for failing to attend the
 1051  specified number of meetings. The director may be removed only
 1052  if a majority of the directors then in office vote for the
 1053  removal the vote or agreement in writing by a majority of all
 1054  votes of the membership.
 1055         (c)(2) The notice of a meeting of the members to recall a
 1056  member or members of the board of directors shall state the
 1057  specific directors sought to be removed.
 1058         (d)(3) A proposed removal of a director at a meeting shall
 1059  require a separate vote for each director whose removal is board
 1060  member sought to be removed. Where removal is sought by written
 1061  consent agreement, a separate consent agreement is required for
 1062  each director board member to be removed.
 1063         (e)(4) If removal is effected at a meeting, any vacancies
 1064  created thereby shall be filled by the members or directors
 1065  eligible to vote for the removal at the same meeting.
 1066         (f)(5) Any director who is removed from the board is shall
 1067  not be eligible to stand for reelection until the next annual
 1068  meeting at which directors are elected of the members.
 1069         (g)(6) Any director removed from office shall turn over to
 1070  the board of directors within 72 hours any and all records of
 1071  the corporation in his or her possession.
 1072         (h)(7) If a director who is removed does shall not
 1073  relinquish his or her office or turn over records as required
 1074  under this section, the circuit court in the county where the
 1075  corporation’s principal office is located may summarily order
 1076  the director to relinquish his or her office and turn over
 1077  corporate records upon application of any member.
 1078         (i) A director elected or appointed by the board may be
 1079  removed without cause by a vote of two-thirds of the directors
 1080  then in office or such greater number as is set forth in the
 1081  articles of incorporation or bylaws.
 1082         (2) A director of a corporation described in s. 501(c) of
 1083  the Internal Revenue Code may be removed from office pursuant to
 1084  procedures provided in the articles of incorporation or the
 1085  bylaws, and the corporation may provide in the articles of
 1086  incorporation or the bylaws that it is subject to the provisions
 1087  of subsection (1).
 1088         Section 29. Section 617.0809, Florida Statutes, is amended
 1089  to read:
 1090         617.0809 Board vacancy on board.—
 1091         (1) Except as provided in s. 617.0808(1)(f), any vacancy
 1092  occurring on the board of directors may be filled by the
 1093  affirmative vote of the majority of the remaining directors,
 1094  even though the remaining directors constitute less than a
 1095  quorum, or by the sole remaining director, as the case may be,
 1096  or, if the vacancy is not so filled or if no director remains,
 1097  by the members or, on the application of any person, by the
 1098  circuit court of the county where the registered office of the
 1099  corporation is located.
 1100         (2) Whenever a vacancy occurs with respect to a director
 1101  elected by a class, chapter, unit, or group, the vacancy may be
 1102  filled only by members of that class, chapter, unit, or group,
 1103  or by a majority of the directors then in office elected by such
 1104  class, chapter, unit, or group.
 1105         (3)(2)The term of a director elected or appointed to fill
 1106  a vacancy expires at the next annual meeting at which directors
 1107  are elected shall be elected or appointed for the unexpired term
 1108  of his or her predecessor in office. Any directorship to be
 1109  filled by reason of an increase in the number of directors may
 1110  be filled by the board of directors, but only for a term of
 1111  office continuing until the next election of directors by the
 1112  members or, if the corporation has no members or no members
 1113  having the right to vote thereon, for such term of office as is
 1114  provided in the articles of incorporation or the bylaws.
 1115         (4)(3) A vacancy that will occur at a specific later date,
 1116  by reason of a resignation effective at a later date under s.
 1117  617.0807 or otherwise, may be filled before the vacancy occurs.
 1118  However, the new director may not take office until the vacancy
 1119  occurs.
 1120         Section 30. Subsection (1) of section 617.0824, Florida
 1121  Statutes, is amended to read:
 1122         617.0824 Quorum and voting.—
 1123         (1) Unless the articles of incorporation or the bylaws
 1124  require a different number, a quorum of a board of directors
 1125  consists of a majority of the number of directors prescribed by
 1126  the articles of incorporation or the bylaws. Directors younger
 1127  than 18 years of age may not be counted toward a quorum.
 1128         Section 31. Present subsection (2) of section 617.0832,
 1129  Florida Statutes, is renumbered as subsection (3) and amended,
 1130  and a new subsection (2) is added to that section, to read:
 1131         617.0832 Director conflicts of interest.—
 1132         (2) For purposes of paragraph (1)(a) only, a conflict-of
 1133  interest transaction is authorized, approved, or ratified if it
 1134  receives the affirmative vote of a majority of the directors on
 1135  the board of directors, or on the committee, who have no
 1136  relationship or interest in the transaction described in
 1137  subsection (1), but a transaction may not be authorized,
 1138  approved, or ratified under this section by a single director.
 1139  If a majority of the directors who have no relationship or
 1140  interest in the transaction vote to authorize, approve, or
 1141  ratify the transaction, a quorum is present for the purpose of
 1142  taking action under this section. The presence of, or a vote
 1143  cast by, a director having a relationship or interest in the
 1144  transaction does not affect the validity of any action taken
 1145  under paragraph (1)(a) if the transaction is otherwise
 1146  authorized, approved, or ratified as provided in subsection (1),
 1147  but such presence or vote of such a director may be counted for
 1148  purposes of determining whether the transaction is approved
 1149  under other sections of this chapter.
 1150         (3)(2)For purposes of paragraph (1)(b), a conflict-of
 1151  interest transaction is authorized, approved, or ratified if it
 1152  receives the vote of a majority in interest of the members
 1153  entitled to vote under this subsection. A director who has a
 1154  relationship or interest in the transaction described in
 1155  subsection (1) may not vote to determine whether to authorize,
 1156  approve, or ratify a conflict-of-interest transaction under
 1157  paragraph (1)(b). However, the vote of that director is counted
 1158  in determining whether the transaction is approved under other
 1159  sections of this chapter. A majority in interest of the members
 1160  entitled to vote on the transaction under this subsection
 1161  constitutes a quorum for the purpose of taking action under this
 1162  section. As used in this subsection, the term “majority in
 1163  interest” refers to a majority of the voting shares or other
 1164  voting units allotted to the members. Common or interested
 1165  directors may be counted in determining the presence of a quorum
 1166  at a meeting of the board of directors or a committee thereof
 1167  which authorizes, approves, or ratifies such contract or
 1168  transaction.
 1169         Section 32. Section 617.0833, Florida Statutes, is amended
 1170  to read:
 1171         617.0833 Loans to directors or officers.—Loans, other than
 1172  through the purchase of bonds, debentures, or similar
 1173  obligations of the type customarily sold in public offerings, or
 1174  through ordinary deposit of funds in a bank, may not be made by
 1175  a corporation to its directors or officers, or to any other
 1176  corporation, firm, association, or other entity in which one or
 1177  more of its directors or officers is a director or officer or
 1178  holds a substantial financial interest, except a loan by one
 1179  corporation which is exempt from federal income taxation under
 1180  s. 501(c)(3) of the Internal Revenue Code of 1986, as amended,
 1181  to another corporation which is exempt from federal income
 1182  taxation under s. 501(c)(3) of the Internal Revenue Code of
 1183  1986, as amended. A loan made in violation of this section is a
 1184  violation of the duty to the corporation of the directors or
 1185  officers authorizing it or participating in it, but the
 1186  obligation of the borrower with respect to the loan is shall not
 1187  be affected thereby.
 1188         Section 33. Subsection (1) of section 617.0834, Florida
 1189  Statutes, is amended to read:
 1190         617.0834 Officers and directors of certain corporations and
 1191  associations not for profit; immunity from civil liability.—
 1192         (1) An officer or director of a nonprofit organization
 1193  recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of
 1194  the Internal Revenue Code of 1986, as amended, or of an
 1195  agricultural or a horticultural organization recognized under s.
 1196  501(c)(5), of the Internal Revenue Code of 1986, as amended, is
 1197  not personally liable for monetary damages to any person for any
 1198  statement, vote, decision, or failure to take an action,
 1199  regarding organizational management or policy by an officer or
 1200  director, unless:
 1201         (a) The officer or director breached or failed to perform
 1202  his or her duties as an officer or director; and
 1203         (b) The officer’s or director’s breach of, or failure to
 1204  perform, his or her duties constitutes:
 1205         1. A violation of the criminal law, unless the officer or
 1206  director had reasonable cause to believe his or her conduct was
 1207  lawful or had no reasonable cause to believe his or her conduct
 1208  was unlawful. A judgment or other final adjudication against an
 1209  officer or director in any criminal proceeding for violation of
 1210  the criminal law estops that officer or director from contesting
 1211  the fact that his or her breach, or failure to perform,
 1212  constitutes a violation of the criminal law, but does not estop
 1213  the officer or director from establishing that he or she had
 1214  reasonable cause to believe that his or her conduct was lawful
 1215  or had no reasonable cause to believe that his or her conduct
 1216  was unlawful;
 1217         2. A transaction from which the officer or director derived
 1218  an improper personal benefit, either directly or indirectly; or
 1219         3. Recklessness or an act or omission that which was
 1220  committed in bad faith or with malicious purpose or in a manner
 1221  exhibiting wanton and willful disregard of human rights, safety,
 1222  or property.
 1223         Section 34. Subsections (2) and (3) of section 617.1007,
 1224  Florida Statutes, are amended to read:
 1225         617.1007 Restated articles of incorporation.—
 1226         (2) The restatement may include one or more amendments to
 1227  the articles of incorporation. If the restatement includes an
 1228  amendment requiring member approval, it must be adopted as
 1229  provided in s. 617.1002.
 1230         (3) A corporation restating its articles of incorporation
 1231  shall deliver to the department of State for filing articles of
 1232  restatement, executed in accordance with the provisions of s.
 1233  617.01201, setting forth the name of the corporation and the
 1234  text of the restated articles of incorporation together with a
 1235  certificate setting forth:
 1236         (a) Whether the restatement contains an amendment to the
 1237  articles of incorporation requiring member approval and, if it
 1238  does not, that the board of directors adopted the restatement;
 1239  or
 1240         (b) If the restatement contains an amendment to the
 1241  articles of incorporation requiring member approval, the
 1242  information required by s. 617.1006.
 1243         Section 35. Subsection (2) of section 617.1101, Florida
 1244  Statutes, is amended, and subsection (3) is added to that
 1245  section, to read:
 1246         617.1101 Plan of merger.—
 1247         (2) Each corporation must adopt a plan of merger setting
 1248  forth:
 1249         (a) The names of the corporations proposing to merge and
 1250  the name of the surviving corporation into which each other
 1251  corporation plans to merge, which is hereinafter designated as
 1252  the surviving corporation;
 1253         (b) The terms and conditions of the proposed merger;
 1254         (c) A statement of any changes in the articles of
 1255  incorporation of the surviving corporation to be effected by
 1256  such merger; and
 1257         (d) The manner and basis, if any, of converting the
 1258  memberships of each merging corporation into memberships,
 1259  obligations, or securities of the surviving corporation or any
 1260  other corporation or, in whole or in part, into cash or other
 1261  property. Such other provisions with respect to the proposed
 1262  merger as are deemed necessary or desirable.
 1263         (3) The plan of merger may set forth:
 1264         (a) Amendments to, or a restatement of, the articles of
 1265  incorporation of the surviving corporation;
 1266         (b) The effective date of the merger, which may be on or
 1267  after the date of filing the articles of incorporation or
 1268  merger; or
 1269         (c) Other provisions relating to the merger.
 1270         Section 36. Section 617.1102, Florida Statutes, is created
 1271  to read:
 1272         617.1102 Limitation on merger.—A corporation not for profit
 1273  organized under this chapter may merge with one or more other
 1274  business entities, as identified in s. 607.1108(1), only if the
 1275  surviving entity of such merger is a corporation not for profit
 1276  or other business entity that has been organized as a not-for
 1277  profit entity under a governing statute or other applicable law
 1278  that allows such a merger.
 1279         Section 37. Section 617.1301, Florida Statutes, is created
 1280  to read:
 1281         617.1301 Prohibited distributions.—Except as authorized in
 1282  ss. 617.0505 and 617.1302, a corporation may not make any
 1283  distributions to its members.
 1284         Section 38. Section 617.1302, Florida Statutes, is created
 1285  to read:
 1286         617.1302 Authorized distributions.—
 1287         (1) A mutual benefit corporation may purchase its
 1288  memberships pursuant to s. 617.0608 only if, after the purchase
 1289  is completed:
 1290         (a) The mutual benefit corporation is able to pay its debts
 1291  as they become due in the usual course of its activities; and
 1292         (b) The total assets of the mutual benefit corporation at
 1293  least equal the sum of its total liabilities.
 1294         (2) A corporation may make distributions upon dissolution
 1295  in conformity with the dissolution provisions of this chapter.
 1296         Section 39. Subsection (4) of section 617.1405, Florida
 1297  Statutes, is amended to read:
 1298         617.1405 Effect of dissolution.—
 1299         (4) The name of a dissolved corporation is shall not be
 1300  available for assumption or use by another corporation until
 1301  after 120 days after the effective date of dissolution unless
 1302  the dissolved corporation provides the department with an
 1303  affidavit, executed pursuant to s. 617.01201, authorizing the
 1304  immediate assumption or use of the name by another corporation.
 1305         Section 40. Section 617.1407, Florida Statutes, is created
 1306  to read:
 1307         617.1407 Unknown claims against dissolved corporation.—
 1308         (1) A dissolved corporation or successor entity may execute
 1309  one of the following procedures to resolve payment of unknown
 1310  claims:
 1311         (a) A dissolved corporation or successor entity may file
 1312  notice of its dissolution with the department on the form
 1313  prescribed by the department and request that persons having
 1314  claims against the corporation which are not known to the
 1315  corporation or successor entity present them in accordance with
 1316  the notice. The notice must:
 1317         1. State the name of the corporation and the date of
 1318  dissolution;
 1319         2. Describe the information that must be included in a
 1320  claim and provide a mailing address to which the claim may be
 1321  sent; and
 1322         3. State that a claim against the corporation under this
 1323  subsection is barred unless a proceeding to enforce the claim is
 1324  commenced within 4 years after the filing of the notice.
 1325         (b) A dissolved corporation or successor entity may, within
 1326  10 days after filing articles of dissolution with the
 1327  department, publish a “Notice of Corporate Dissolution.” The
 1328  notice must appear once a week for 2 consecutive weeks in a
 1329  newspaper of general circulation in the county in the state in
 1330  which the corporation has its principal office, if any, or, if
 1331  none, in a county in the state in which the corporation owns
 1332  real or personal property. Such newspaper shall meet the
 1333  requirements as are prescribed by law for such purposes. The
 1334  notice must:
 1335         1. State the name of the corporation and the date of
 1336  dissolution;
 1337         2. Describe the information that must be included in a
 1338  claim and provide a mailing address to which the claim may be
 1339  sent; and
 1340         3. State that a claim against the corporation under this
 1341  subsection is barred unless a proceeding to enforce the claim is
 1342  commenced within 4 years after the date of the second
 1343  consecutive weekly publication of the notice.
 1344         (2) If the dissolved corporation or successor entity
 1345  complies with paragraph (1)(a) or paragraph (1)(b), the claim of
 1346  each of the following claimants is barred unless the claimant
 1347  commences a proceeding to enforce the claim against the
 1348  dissolved corporation within 4 years after the date of filing
 1349  the notice with the department or the date of the second
 1350  consecutive weekly publication, as applicable:
 1351         (a) A claimant who did not receive written notice under s.
 1352  617.1408(9), or whose claim is not provided for under s.
 1353  617.1408(10), regardless of whether such claim is based on an
 1354  event occurring before or after the effective date of
 1355  dissolution.
 1356         (b) A claimant whose claim was timely sent to the dissolved
 1357  corporation but on which no action was taken.
 1358         (3) A claim may be entered under this section:
 1359         (a) Against the dissolved corporation, to the extent of its
 1360  undistributed assets; or
 1361         (b) If the assets have been distributed in liquidation,
 1362  against a member of the dissolved corporation to the extent of
 1363  such member’s pro rata share of the claim or the corporate
 1364  assets distributed to such member in liquidation, whichever is
 1365  less; however, the aggregate liability of any member of a
 1366  dissolved corporation may not exceed the amount distributed to
 1367  the member in dissolution.
 1368         Section 41. Section 617.1408, Florida Statutes, is created
 1369  to read:
 1370         617.1408 Known claims against dissolved corporation.—
 1371         (1) A dissolved corporation or successor entity may dispose
 1372  of the known claims against it by following the procedures
 1373  described in subsections (2), (3), and (4).
 1374         (2) The dissolved corporation or successor entity shall
 1375  deliver to each of its known claimants written notice of the
 1376  dissolution at any time after its effective date. The written
 1377  notice must:
 1378         (a) Provide a reasonable description of the claim that the
 1379  claimant may be entitled to assert;
 1380         (b) State whether the claim is admitted or not admitted, in
 1381  whole or in part, and, if admitted:
 1382         1. The amount that is admitted, which may be as of a given
 1383  date; and
 1384         2. Any interest obligation if fixed by an instrument of
 1385  indebtedness;
 1386         (c) Provide a mailing address where a claim may be sent;
 1387         (d) State the deadline, which must be at least 120 days
 1388  after the effective date of the written notice, by which
 1389  confirmation of the claim must be delivered to the dissolved
 1390  corporation or successor entity; and
 1391         (e) State that the corporation or successor entity may make
 1392  distributions thereafter to other claimants and the members of
 1393  the corporation or persons interested as having been such
 1394  without further notice.
 1395         (3) A dissolved corporation or successor entity may reject,
 1396  in whole or in part, any claim made by a claimant pursuant to
 1397  this section by mailing notice of such rejection to the claimant
 1398  within 90 days after receipt of such claim and, in all events,
 1399  at least 150 days before expiration of 3 years following the
 1400  effective date of dissolution. The notice must be accompanied by
 1401  a copy of this section.
 1402         (4) A dissolved corporation or successor entity electing to
 1403  follow the procedures described in subsections (2) and (3) must
 1404  also give notice of dissolution to persons having known claims
 1405  that are contingent upon the occurrence or nonoccurrence of
 1406  future events, or are otherwise conditional or unmatured, and
 1407  request that such persons present such claims in accordance with
 1408  the terms of the notice. The notice must be in substantially the
 1409  same form, and sent in the same manner, as described in
 1410  subsection (2).
 1411         (5) A dissolved corporation or successor entity shall offer
 1412  any claimant whose known claim is contingent, conditional, or
 1413  unmatured such security as the corporation or entity determines
 1414  is sufficient to provide compensation to the claimant if the
 1415  claim matures. The dissolved corporation or successor entity
 1416  shall deliver such offer to the claimant within 90 days after
 1417  receipt of such claim and, in all events, at least 150 days
 1418  before expiration of 3 years following the effective date of
 1419  dissolution. If the claimant offered such security does not
 1420  deliver in writing to the dissolved corporation or successor
 1421  entity a notice rejecting the offer within 120 days after
 1422  receipt of such offer, the claimant is deemed to have accepted
 1423  such security as the sole source from which to satisfy his or
 1424  her claim against the corporation.
 1425         (6) A dissolved corporation or successor entity that has
 1426  given notice in accordance with subsections (2) and (4) shall
 1427  petition the circuit court in the county where the corporation’s
 1428  principal office is located or was located on the effective date
 1429  of dissolution to determine the amount and form of security
 1430  which is sufficient to provide compensation to a claimant who
 1431  has rejected the offer for security made pursuant to subsection
 1432  (5).
 1433         (7) A dissolved corporation or successor entity that has
 1434  given notice in accordance with subsection (2) shall petition
 1435  the circuit court in the county where the corporation’s
 1436  principal office is located or was located on the effective date
 1437  of dissolution to determine the amount and form of security
 1438  which is sufficient to provide compensation to claimants whose
 1439  claims are known to the corporation or successor entity but
 1440  whose identities are unknown. The court shall appoint a guardian
 1441  ad litem to represent all claimants whose identities are unknown
 1442  in any proceeding brought under this subsection. The reasonable
 1443  fees and expenses of such guardian, including all reasonable
 1444  expert witness fees, shall be paid by the petitioner in such
 1445  proceeding.
 1446         (8) The giving of any notice or making of any offer
 1447  pursuant to this section does not revive any claim then barred,
 1448  does not constitute acknowledgment by the dissolved corporation
 1449  or successor entity that any person to whom such notice is sent
 1450  is a proper claimant, and does not operate as a waiver of any
 1451  defense or counterclaim in respect of any claim asserted by any
 1452  person to whom such notice is sent.
 1453         (9) A dissolved corporation or successor entity that has
 1454  followed the procedures described in subsections (2)-(7) shall:
 1455         (a) Pay the claims admitted or made and not rejected in
 1456  accordance with subsection (3);
 1457         (b) Post the security offered and not rejected pursuant to
 1458  subsection (5);
 1459         (c) Post any security ordered by the circuit court in any
 1460  proceeding under subsections (6) and (7); and
 1461         (d) Pay or make provision for all other known obligations
 1462  of the corporation or the successor entity. Such claims or
 1463  obligations shall be paid in full, and any provision for
 1464  payments shall be made in full if there are sufficient funds. If
 1465  there are insufficient funds, the claims and obligations shall
 1466  be paid or provided for according to their priority and, among
 1467  claims of equal priority, ratably to the extent of funds legally
 1468  available for payment. Any remaining funds shall be distributed
 1469  in accordance with s. 617.1406; however, such distribution may
 1470  not be made until 150 days after the date of the last notice of
 1471  rejections given pursuant to subsection (3). In the absence of
 1472  actual fraud, the judgment of the directors of the dissolved
 1473  corporation or the governing persons of the successor entity as
 1474  to the provisions made for the payment of all obligations under
 1475  this paragraph is conclusive.
 1476         (10) A dissolved corporation or successor entity that has
 1477  not followed the procedures described in subsections (2) and (3)
 1478  shall pay or make reasonable provision to pay all known claims
 1479  and obligations, including all contingent, conditional, or
 1480  unmatured claims known to the corporation or the successor
 1481  entity and all claims that are known to the dissolved
 1482  corporation or the successor entity but for which the identity
 1483  of the claimant is unknown. Such claims shall be paid in full,
 1484  and any provision for payment made shall be made in full if
 1485  there are sufficient funds. If there are insufficient funds,
 1486  such claims and obligations shall be paid or provided for
 1487  according to their priority and, among claims of equal priority,
 1488  ratably to the extent of funds legally available for payment
 1489  thereof. Any remaining funds shall be distributed in accordance
 1490  with s. 617.1406.
 1491         (11) Directors of a dissolved corporation or governing
 1492  persons of a successor entity that has complied with subsection
 1493  (9) or subsection (10) are not personally liable to the
 1494  claimants of the dissolved corporation.
 1495         (12) A member of a dissolved corporation the assets of
 1496  which were distributed pursuant to subsection (9) or subsection
 1497  (10) is not liable for any claim against the corporation greater
 1498  than the member’s pro rata share of the claim or the amount
 1499  distributed to the member, whichever is less.
 1500         (13) A member of a dissolved corporation, the assets of
 1501  which were distributed pursuant to subsection (9), is not liable
 1502  for any claim against the corporation which is known to the
 1503  corporation or successor entity and on which a proceeding is
 1504  begun after the expiration of 3 years following the effective
 1505  date of dissolution.
 1506         (14) The aggregate liability of any member of a dissolved
 1507  corporation for claims against the dissolved corporation may not
 1508  be greater than the amount distributed to the member in
 1509  dissolution.
 1510         Section 42. Subsection (6) of section 617.1421, Florida
 1511  Statutes, is repealed.
 1512         Section 43. Section 617.1422, Florida Statutes, is amended
 1513  to read:
 1514         617.1422 Reinstatement following administrative
 1515  dissolution.—
 1516         (1)(a) A corporation administratively dissolved under s.
 1517  617.1421 may apply to the department of State for reinstatement
 1518  at any time after the effective date of dissolution. The
 1519  corporation must submit a reinstatement form prescribed and
 1520  furnished by the department or a current uniform business report
 1521  signed by a registered agent and an officer or director and
 1522  submit application must:
 1523         1. Recite the name of the corporation and the effective
 1524  date of its administrative dissolution;
 1525         2. State that the ground or grounds for dissolution either
 1526  did not exist or have been eliminated and that no further
 1527  grounds currently exist for dissolution;
 1528         3. State that the corporation’s name satisfies the
 1529  requirements of s. 617.0401; and
 1530         4. State that all fees owed by the corporation and computed
 1531  at the rate provided by law at the time the corporation applies
 1532  for reinstatement. have been paid; or
 1533         (b) Submit a current annual report, signed by the
 1534  registered agent and an officer or director, which substantially
 1535  complies with the requirements of paragraph (a).
 1536         (2) If the department of State determines that the
 1537  application contains the information required by subsection (1)
 1538  and that the information is correct, it shall file the document,
 1539  cancel the certificate of dissolution, and reinstate the
 1540  corporation effective on the date which the reinstatement
 1541  document is filed.
 1542         (3) When the reinstatement is effective, it relates back to
 1543  and takes effect as of the effective date of the administrative
 1544  dissolution and the corporation resumes carrying on its business
 1545  affairs as if the administrative dissolution had never occurred.
 1546         (4) The name of the dissolved corporation is not available
 1547  for assumption or use by another corporation until 1 year after
 1548  the effective date of dissolution unless the dissolved
 1549  corporation provides the department with an affidavit executed
 1550  pursuant to s. 617.01201 authorizing the immediate assumption or
 1551  use of the name by another corporation.
 1552         (5)(4) If the name of the dissolved corporation has been
 1553  lawfully assumed in this state by another corporation, the
 1554  department of State shall require the dissolved corporation to
 1555  amend its articles of incorporation to change its name before
 1556  accepting its application for reinstatement.
 1557         Section 44. Subsection (2) of section 617.1430, Florida
 1558  Statutes, is amended to read:
 1559         617.1430 Grounds for judicial dissolution.—A circuit court
 1560  may dissolve a corporation:
 1561         (2) In a proceeding brought by at least 50 members or
 1562  members holding at least 10 percent of the voting power,
 1563  whichever is less, or by a member or group or percentage of
 1564  members as otherwise provided in the articles of incorporation
 1565  or bylaws, or by a director or any person authorized in the
 1566  articles of incorporation, by a member if it is established
 1567  that:
 1568         (a) The directors are deadlocked in the management of the
 1569  corporate affairs, the members are unable to break the deadlock,
 1570  and irreparable injury to the corporation is threatened or being
 1571  suffered;
 1572         (b) The members are deadlocked in voting power and have
 1573  failed to elect successors to directors whose terms have expired
 1574  or would have expired upon qualification of their successors; or
 1575         (c) The corporate assets are being misapplied or wasted.
 1576         Section 45. Subsection (2) of section 617.1503, Florida
 1577  Statutes, is amended to read:
 1578         617.1503 Application for certificate of authority.—
 1579         (2) The foreign corporation shall deliver with the
 1580  completed application a certificate of existence, (or a document
 1581  of similar import,) duly authenticated, within not more than 90
 1582  days prior to delivery of the application to the department of
 1583  State, by the Secretary of State or other official having
 1584  custody of corporate records in the jurisdiction under the law
 1585  of which it is incorporated. A translation of the certificate,
 1586  under oath of the translator, must be attached to a certificate
 1587  that which is in a language other than the English language.
 1588         Section 46. Subsection (2) of section 617.1504, Florida
 1589  Statutes, is amended to read:
 1590         617.1504 Amended certificate of authority.—
 1591         (2) Such application shall be made within 90 30 days after
 1592  the occurrence of any change mentioned in subsection (1), shall
 1593  be made on forms prescribed by the department of State, shall be
 1594  executed and filed in the same manner as an original application
 1595  for authority, and shall set forth:
 1596         (a) The name of the foreign corporation as it appears on
 1597  the department’s records of the Department of State;
 1598         (b) The jurisdiction of its incorporation;
 1599         (c) The date it was authorized to conduct its affairs in
 1600  this state;
 1601         (d) If the name of the foreign corporation has been
 1602  changed, the name relinquished, the new name, a statement that
 1603  the change of name has been effected under the laws of the
 1604  jurisdiction of its incorporation, and the date the change was
 1605  effected;
 1606         (e) If the period of duration has been changed, a statement
 1607  of such change and the date the change was effected;
 1608         (f) If the jurisdiction of incorporation has been changed,
 1609  a statement of such change and the date the change was effected;
 1610  and
 1611         (g) If the purpose or purposes that which the corporation
 1612  intends to pursue in this state have been changed, a statement
 1613  of such new purpose or purposes, and a further statement that
 1614  the corporation is authorized to pursue such purpose or purposes
 1615  in the jurisdiction of its incorporation.
 1616         Section 47. Section 617.1506, Florida Statutes, is amended
 1617  to read:
 1618         617.1506 Corporate name of foreign corporation.—
 1619         (1) A foreign corporation may is not entitled to file an
 1620  application for a certificate of authority unless the corporate
 1621  name of such corporation satisfies the requirements of s.
 1622  617.0401. To obtain or maintain a certificate of authority to
 1623  transact business in this state, the foreign corporation:
 1624         (a) May add the word “corporation” or “incorporated” or the
 1625  abbreviation “corp.” or “inc.” or words of like import, which as
 1626  will clearly indicate that it is a corporation instead of a
 1627  natural person or partnership or other business entity; however,
 1628  to its corporate name for use in this state, provided, the name
 1629  of a foreign corporation may not contain the word “company” or
 1630  the abbreviation “co.”; or
 1631         (b) May use an alternate name to transact business in this
 1632  state if its real name is unavailable. Any alternate corporate
 1633  name adopted for use in this state must be cross-referenced to
 1634  the real corporate name in the records of the Division of
 1635  Corporations. If the real corporate name of the corporation
 1636  becomes available in this state or if the corporation chooses to
 1637  change its alternate name and it delivers to the Department of
 1638  State, for filing, a copy of the resolution of its board of
 1639  directors, changing or withdrawing the alternate name and
 1640  executed as required by s. 617.01201, must be delivered for
 1641  filing adopting an alternate name.
 1642         (2) The corporate name, including the alternate name, of a
 1643  foreign corporation must be distinguishable, within the records
 1644  of the Division of Corporations, from:
 1645         (a) Any corporate name of a corporation for profit
 1646  incorporated or authorized to transact business in this state.
 1647         (b)(a) The alternate name of another foreign corporation
 1648  authorized to transact business in this state.
 1649         (c)(b) The corporate name of a not-for-profit corporation
 1650  incorporated or authorized to transact business in this state.
 1651         (d)(c) The names of all other entities or filings, except
 1652  fictitious name registrations pursuant to s. 865.09, organized,
 1653  or registered under the laws of this state, that are on file
 1654  with the Division of Corporations.
 1655         (3) If a foreign corporation authorized to transact
 1656  business in this state changes its corporate name to one that
 1657  does not satisfy the requirements of s. 617.0401 s. 607.0401,
 1658  such corporation may not transact business in this state under
 1659  the changed name until the corporation adopts a name satisfying
 1660  the requirements of s. 617.0401 s. 607.0401.
 1661         (4) The corporate name must be distinguishable from the
 1662  names of all other entities or filings, organized, registered,
 1663  or reserved under the laws of the state that are on file with
 1664  the Division of Corporations, except fictitious name
 1665  registrations pursuant to s. 865.09.
 1666         Section 48. Subsection (6) of section 617.1530, Florida
 1667  Statutes, is amended to read:
 1668         617.1530 Grounds for revocation of authority to conduct
 1669  affairs.—The department of State may commence a proceeding under
 1670  s. 617.1531 to revoke the certificate of authority of a foreign
 1671  corporation authorized to conduct its affairs in this state if:
 1672         (6) The department of State receives a duly authenticated
 1673  certificate from the secretary of state or other official having
 1674  custody of corporate records in the jurisdiction under the law
 1675  of which the foreign corporation is incorporated stating that it
 1676  has been dissolved or disappeared as the result of a merger.
 1677         Section 49. Paragraph (a) of subsection (5) of section
 1678  617.1601, Florida Statutes, is amended to read:
 1679         617.1601 Corporate records.—
 1680         (5) A corporation shall keep a copy of the following
 1681  records:
 1682         (a) Its articles of incorporation or restated articles of
 1683  incorporation and all amendments to them currently in effect.
 1684         Section 50. Subsections (1), (2), and (4) of section
 1685  617.1602, Florida Statutes, are amended to read:
 1686         617.1602 Inspection of records by members.—
 1687         (1) A member of a corporation is entitled to inspect and
 1688  copy, during regular business hours at the corporation’s
 1689  principal office or at a reasonable location specified by the
 1690  corporation, any of the records of the corporation described in
 1691  s. 617.1601(5), if the member gives the corporation written
 1692  notice of his or her demand at least 10 5 business days before
 1693  the date on which he or she wishes to inspect and copy.
 1694         (2) A member of a corporation is entitled to inspect and
 1695  copy, during regular business hours at a reasonable location
 1696  specified by the corporation, any of the following records of
 1697  the corporation if the member meets the requirements of
 1698  subsection (3) and gives the corporation written notice of his
 1699  or her demand at least 10 5 business days before the date on
 1700  which he or she wishes to inspect and copy:
 1701         (a) Excerpts from minutes of any meeting of the board of
 1702  directors, records of any action of a committee of the board of
 1703  directors while acting in place of the board of directors on
 1704  behalf of the corporation, minutes of any meeting of the
 1705  members, and records of action taken by the members or board of
 1706  directors without a meeting, to the extent not subject to
 1707  inspection under subsection (1).
 1708         (b) Accounting records of the corporation.
 1709         (c) The record of members.
 1710         (d) Any other books and records.
 1711         (4) This section does not affect:
 1712         (a) The right of a member to inspect and copy records under
 1713  s. 617.0730(6), or, if the member is in litigation with the
 1714  corporation to inspect and copy records, to the same extent as
 1715  any other litigant.
 1716         (b) The power of a court, independently of this chapter
 1717  act, to compel the production of corporate records for
 1718  examination.
 1719         Section 51. Section 617.1605, Florida Statutes, is amended
 1720  to read:
 1721         617.1605 Financial reports for members.—A corporation, upon
 1722  a member’s written demand, shall furnish that member its latest
 1723  annual financial statements, which may be consolidated or
 1724  combined statements of the corporation and one or more of its
 1725  subsidiaries or affiliates, as appropriate, and which include a
 1726  balance sheet as of the end of the fiscal year and a statement
 1727  of operations for that year. If financial statements are
 1728  prepared for the corporation on the basis of generally accepted
 1729  accounting principles, the annual financial statements must also
 1730  be prepared on such basis. Within 60 days following the end of
 1731  the fiscal or calendar year or annually on such date as is
 1732  otherwise provided in the bylaws of the corporation, the board
 1733  of directors of the corporation shall mail or furnish by
 1734  personal delivery to each member a complete financial report of
 1735  actual receipts and expenditures for the previous 12 months. The
 1736  report shall show the amounts of receipts by accounts and
 1737  receipt classifications and shall show the amounts of expenses
 1738  by accounts and expense classifications.
 1739         Section 52. Section 617.1703, Florida Statutes, is created
 1740  to read:
 1741         617.1703 Application of chapter.—In the event of any
 1742  conflict between the provisions of this chapter and chapter 718
 1743  regarding condominiums, chapter 719 regarding cooperatives,
 1744  chapter 720 regarding homeowners’ associations, chapter 721
 1745  regarding timeshares, or chapter 723 regarding mobile home
 1746  owners’ associations, the provisions of such other chapters
 1747  shall apply. The provisions of ss. 617.0605-617.0608 do not
 1748  apply to corporations regulated by any of the foregoing chapters
 1749  or to any other corporation where membership in the corporation
 1750  is required pursuant to a document recorded in the county
 1751  property records.
 1752         Section 53. Subsection (8) is added to section 617.1803,
 1753  Florida Statutes, to read:
 1754         617.1803 Domestication of foreign not-for-profit
 1755  corporations.—
 1756         (8) When a domestication becomes effective:
 1757         (a) The title to all real and personal property, both
 1758  tangible and intangible, of the foreign corporation remains in
 1759  the domesticated corporation without reversion or impairment;
 1760         (b) The liabilities of the foreign corporation remain the
 1761  liabilities of the domesticated corporation;
 1762         (c) An action or proceeding against the foreign corporation
 1763  continues against the domesticated corporation as if the
 1764  domestication had not occurred;
 1765         (d) The articles of incorporation attached to the
 1766  certificate of domestication constitute the articles of
 1767  incorporation of the domesticated corporation; and
 1768         (e) Membership interests in the foreign corporation remain
 1769  identical in the domesticated corporation.
 1770         Section 54. Section 617.1806, Florida Statutes, is amended
 1771  to read:
 1772         617.1806 Conversion to corporation not for profit; petition
 1773  and contents.—A petition for conversion to a corporation not for
 1774  profit pursuant to s. 617.1805 shall be accompanied by the
 1775  written consent of all the shareholders authorizing the change
 1776  in the corporate nature and directing an authorized officer to
 1777  file such petition before the court, together with a statement
 1778  agreeing to accept all the property of the petitioning
 1779  corporation and agreeing to assume and pay all its indebtedness
 1780  and liabilities, and the proposed articles of incorporation
 1781  signed by the president and secretary of the petitioning
 1782  corporation which shall set forth the provisions required in
 1783  original articles of incorporation by s. 617.0202.
 1784         Section 55. Section 617.1907, Florida Statutes, is amended
 1785  to read:
 1786         617.1907 Effect of repeal or amendment of prior acts.—
 1787         (1) Except as provided in subsection (2), the repeal or
 1788  amendment of a statute by this chapter act does not affect:
 1789         (a) The operation of the statute or any action taken under
 1790  it before its repeal or amendment;
 1791         (b) Any ratification, right, remedy, privilege, obligation,
 1792  or liability acquired, accrued, or incurred under the statute
 1793  before its repeal or amendment;
 1794         (c) Any violation of the statute, or any penalty,
 1795  forfeiture, or punishment incurred because of the violation,
 1796  before its repeal or amendment; or
 1797         (d) Any proceeding, reorganization, or dissolution
 1798  commenced under the statute before its repeal or amendment, and
 1799  the proceeding, reorganization, or dissolution may be completed
 1800  in accordance with the statute as if it had not been repealed or
 1801  amended.
 1802         (2) If a penalty or punishment imposed for violation of a
 1803  statute repealed or amended by this chapter act is reduced by
 1804  this act, the penalty or punishment if not already imposed shall
 1805  be imposed in accordance with this chapter act.
 1806         Section 56. Section 617.2103, Florida Statutes, is
 1807  repealed.
 1808         Section 57. Except as otherwise expressly provided in this
 1809  act and except for this section, which shall take effect upon
 1810  becoming a law, this act shall take effect October 1, 2009.