The Florida Senate

617.2103  Exemptions for certain corporations.--

(1)  No corporation described in s. 501(c) of the Internal Revenue Code of 1986, as amended, shall be subject to the provisions of s. 617.0808, s. 617.1601, s. 617.1602, s. 617.1603, s. 617.1604, s. 617.1605, or s. 617.2102, unless the articles of incorporation or bylaws provide otherwise. For purposes of this subsection, if a current determination letter issued under the authority of the internal revenue laws of the United States of America determines that a particular corporation is or is not exempt from federal income taxation under s. 501(c) of the Internal Revenue Code of 1986, as amended, that shall be conclusive on the question whether the corporation is or is not described in s. 501(c) of the Internal Revenue Code of 1986, as amended.

(2)  As to such corporations which are exempt from s. 617.0808, a director may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws.

(3)  As to such corporations which are exempt from ss. 617.1601, 617.1602, 617.1603, 617.1604, and 617.1605, the following shall apply:

(a)  Each such corporation shall keep as permanent records correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors. If the corporation has members entitled to vote, it must keep at its registered office in this state a copy of its articles of incorporation and its bylaws and any amendments thereto and a record of the names and addresses of such members in alphabetical order. All books and records of such a corporation shall be kept in written form or in another form capable of conversion into written form within a reasonable time and may be inspected by any member, her or his agent or attorney, for any proper purpose at any reasonable time.

(b)  If a member resorts to an action or proceeding to enforce the rights of members provided in this subsection and if the member prevails in such action or proceeding, the court shall allow such member the cost of her or his action or proceeding, including reasonable attorney's fees.

History.--s. 78, ch. 93-281; s. 3, ch. 96-343; s. 1717, ch. 97-102; s. 2, ch. 97-230.