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The Florida Senate

2010 Florida Statutes

F.S. 289.081

Amendments to articles of incorporation.


The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two-thirds of the votes to which the stockholders shall be entitled and two-thirds of the votes to which the members shall be entitled. No amendment of the articles of incorporation which is inconsistent with the general purposes expressed herein, or which authorizes any additional class of capital stock to be issued, or which eliminates or curtails the right of the Office of Financial Regulation of the Financial Services Commission to examine the corporation or the obligation of the corporation to make reports as provided in s. 289.121, shall be made. No amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes any change in the principal amount, interest rate, maturity date, or in the security or credit position of any outstanding loan of a member to the corporation, or affects a member’s right to withdraw from membership as provided herein, or affects a member’s voting rights as provided herein, shall be made without the consent of each member affected by such amendment.


Within 30 days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth such amendment and due adoption thereof, shall be submitted to the Department of State, which shall examine them and if it finds that they conform to the requirements of this act, shall so certify and endorse its approval thereon. Thereupon, the articles of amendment shall be filed in the Department of State and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.


s. 8, ch. 61-177; ss. 10, 12, 35, ch. 69-106; s. 351, ch. 2003-261.