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 following: 1 Senate Amendment (with title amendment) 2 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) A
Anylimited agricultural association may be dissolved 10 upon the presentation by its members of a petition for 11 dissolution to a thecircuit judge of the circuit in which the 12 association’s wherein itsprincipal place of business is 13 located. The Suchjudge may issue any make allorders necessary 14 for to thepreservation of the rights of the members and 15 creditors and the winding up of the affairs of the association. 16 SuchNotice of hearing on the petition for dissolution must 17 shallbe given as may bythe judge deems be deemedproper. 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. 29 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. 117 118 ================= 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.