Florida Senate - 2012                        COMMITTEE AMENDMENT
       Bill No. SB 222
                                Barcode 704102                          
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
                  Comm: FAV            .                                
                  01/09/2012           .                                

       The Committee on Commerce and Tourism (Ring) recommended the
    1         Senate Amendment (with title amendment)
    3         Delete everything after the enacting clause
    4  and insert:
    5         Section 1. Section 604.14, Florida Statutes, is amended to
    6  read:
    7         604.14 Limited agricultural association; dissolution;
    8  conversion to a corporation not for profit.—
    9         (1) AAny limited agricultural association may be dissolved
   10  upon the presentation by its members of a petition for
   11  dissolution to a the circuit judge of the circuit in which the
   12  association’s wherein its principal place of business is
   13  located. The Such judge may issue any make all orders necessary
   14  for to the preservation of the rights of the members and
   15  creditors and the winding up of the affairs of the association.
   16  Such Notice of hearing on the petition for dissolution must
   17  shall be given as may by the judge deems be deemed proper.
   18         (2) A limited agricultural association may convert to a
   19  corporation not for profit in accordance with s. 617.1809.
   20         Section 2. Present subsection (22) of section 617.0122,
   21  Florida Statutes, is renumbered as subsection (23), and a new
   22  subsection (22) is added to that section to read:
   23         617.0122 Fees for filing documents and issuing
   24  certificates.—The Department of State shall collect the
   25  following fees on documents delivered to the department for
   26  filing:
   27         (22) Certificate of conversion of a limited agricultural
   28  association to a domestic corporation: $35.
   30  Any citizen support organization that is required by rule of the
   31  Department of Environmental Protection to be formed as a
   32  nonprofit organization and is under contract with the department
   33  is exempt from any fees required for incorporation as a
   34  nonprofit organization, and the Secretary of State may not
   35  assess any such fees if the citizen support organization is
   36  certified by the Department of Environmental Protection to the
   37  Secretary of State as being under contract with the Department
   38  of Environmental Protection.
   39         Section 3. Section 617.1809, Florida Statutes, is created
   40  to read:
   41         617.1809 Limited agricultural association; conversion to a
   42  domestic corporation not for profit.—
   43         (1) As used in this section, the term “limited agricultural
   44  association” or “association” means a limited agricultural
   45  association formed under ss. 604.09-604.14.
   46         (2) A limited agricultural association may convert to a
   47  domestic corporation not for profit by filing the following
   48  documents with the department in accordance with s. 617.01201:
   49         (a) A certificate of conversion, which must be executed by
   50  a person authorized in s. 617.01201(6) and such other persons
   51  that may be required in the association’s articles of
   52  association or bylaws.
   53         (b) Articles of incorporation, which must comply with s.
   54  617.0202 and be executed by a person authorized in s.
   55  617.01201(6).
   56         (3) The certificate of conversion must include:
   57         (a) The date upon which the association was initially
   58  formed under ss. 604.09-604.14.
   59         (b) The name of the association immediately before filing
   60  the certificate of conversion.
   61         (c) The name of the domestic corporation as set forth in
   62  its articles of incorporation.
   63         (d) The effective date of the conversion. If the conversion
   64  does not take effect upon filing the certificate of conversion
   65  and articles of incorporation, the delayed effective date for
   66  the conversion, subject to the limitation in s. 617.0123(2),
   67  must be a date certain and the same as the effective date of the
   68  articles of incorporation.
   69         (4) When the certificate of conversion and articles of
   70  incorporation are filed with the department, or upon the delayed
   71  effective date, the association is converted to the domestic
   72  corporation, and the corporation becomes subject to this
   73  chapter. However, notwithstanding s. 617.0123, the existence of
   74  the corporation is deemed to have commenced when the association
   75  was initially formed under ss. 604.09-604.14.
   76         (5) Conversion of a limited agricultural association to a
   77  domestic corporation does not affect any obligation or liability
   78  of the association which was incurred before the conversion.
   79         (6) When a conversion takes effect under this section, all
   80  rights, privileges, and powers of the converting association,
   81  all property, real, personal, and mixed, and all debts due to
   82  the association, as well as all other assets and causes of
   83  action belonging to the association, are vested in the domestic
   84  corporation to which the association is converted and are the
   85  property of the corporation as they were of the association. The
   86  title to any real property that is vested by deed or otherwise
   87  in the converting association does not revert and is not
   88  impaired by the operation of this chapter, but all rights of
   89  creditors and all liens upon any property of the association are
   90  preserved unimpaired, and all debts, liabilities, and duties of
   91  the association attach to the domestic corporation and are
   92  enforceable against it to the same extent as if the debts,
   93  liabilities, and duties had been incurred or contracted by the
   94  corporation.
   95         (7) The limited agricultural association is not required to
   96  wind up its affairs or pay its liabilities and distribute its
   97  assets. Conversion does not constitute a dissolution of the
   98  association but is a continuation of the association’s existence
   99  in the form of the domestic corporation.
  100         (8) Before a limited agricultural association may file a
  101  certificate of conversation with the department, unless
  102  otherwise specified in the association’s articles of association
  103  or bylaws, the conversion must be approved by a majority vote of
  104  the association’s members, and the articles of incorporation
  105  must be approved by the same authorization required for approval
  106  of the conversion. As part of the approval, the converting
  107  association may provide a plan or other record of conversion
  108  which describes the manner and basis of converting the
  109  membership interests in the association into membership
  110  interests in the domestic corporation. The plan or other record
  111  may also contain other provisions relating to the conversion,
  112  including, but not limited to, the right of the converting
  113  association to abandon the proposed conversion or an effective
  114  date for the conversion which is consistent with paragraph
  115  (3)(d).
  116         Section 4. This act shall take effect upon becoming a law.
  118  ================= T I T L E  A M E N D M E N T ================
  119         And the title is amended as follows:
  120         Delete everything before the enacting clause
  121  and insert:
  122                        A bill to be entitled                      
  123         An act relating to limited agricultural associations;
  124         amending s. 604.14, F.S.; providing for the conversion
  125         of limited agricultural associations to corporations
  126         not for profit; conforming provisions; amending s.
  127         617.0122, F.S.; specifying a fee for filing a limited
  128         agricultural association’s certificate of conversion
  129         to a domestic corporation; creating s. 617.1809, F.S.;
  130         defining the term “limited agricultural association”
  131         for purposes of the act; providing procedures for
  132         conversion of a limited agricultural association to a
  133         domestic corporation not for profit; requiring the
  134         filing of a certificate of conversion and articles of
  135         incorporation with the Department of State; providing
  136         for the effective date of the conversion; providing
  137         that the conversion does not affect any obligation or
  138         liability of the association; providing that all
  139         rights, property, and obligations of the association
  140         are vested in the corporation; specifying that the
  141         association is not required to wind up its affairs or
  142         pay its liabilities and distribute its assets;
  143         providing for the association’s approval before the
  144         certificate of conversion is filed; authorizing the
  145         association to provide a plan or other record of
  146         conversion; providing an effective date.