reglab/housing_qa huggingface dataset:
FL Stat § 607.1007 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1007 - Restated articles of incorporation.

607.1007 Restated articles of incorporation.—(1) A corporation’s board of directors may restate its articles of incorporation at any time without shareholder approval, subject to subsection (2).(2) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in s. 607.1003.(3) Notwithstanding subsection (1), if the board of directors submits a restatement for shareholder approval, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the restatement is to be submitted for approval. The notice must be given in accordance with s. 607.0705 and must state that the purpose, or one of the purposes, of the meeting is to consider the restatement and must contain or be accompanied by a copy of the restatement.(4) A corporation that restates its articles of incorporation shall execute and deliver to the department for filing articles of restatement, that comply with the provisions of s. 607.0120, and to the extent applicable, s. 607.0202, setting forth:(a) The name of the corporation;(b) The text of the restated articles of incorporation;(c) A statement that the restated articles consolidate all amendments into a single document; and(d) If one or more new amendments are included in the restated articles, the statements required under s. 607.1006 with respect to each new amendment.(5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.(6) The department may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the statements required by subsection (4).History.—s. 103, ch. 89-154; s. 31, ch. 93-281; s. 125, ch. 2019-90.
FL Stat § 607.1008 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1008 - Amendment pursuant to reorganization.

607.1008 Amendment pursuant to reorganization.—(1) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States or of this state.(2) The individual or individuals designated by the court shall deliver to the department for filing articles of amendment setting forth:(a) The name of the corporation;(b) The text of each amendment approved by the court;(c) The date of the court’s order or decree approving the articles of amendment;(d) The title of the reorganization proceeding in which the order or decree was entered; and(e) A statement that the court had jurisdiction of the proceeding under a federal or Florida statute.(3) Shareholders of a corporation undergoing reorganization do not have appraisal rights except as and to the extent provided in the reorganization plan.(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.History.—s. 104, ch. 89-154; s. 126, ch. 2019-90.
FL Stat § 607.1009 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1009 - Effect of amendment.

607.1009 Effect of amendment.—(1) An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.(2) A shareholder who becomes subject to new interest holder liability in respect of the corporation as a result of an amendment to the articles of incorporation shall have that new interest holder liability only in respect of interest holder liabilities that arise after the amendment becomes effective.(3) Except as otherwise provided in the articles of incorporation of the corporation, the interest holder liability of a shareholder who had interest holder liability in respect of the corporation before the amendment becomes effective and has new interest holder liability after the amendment becomes effective shall be as follows:(a) The amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.(b) The provisions of the articles of incorporation of the corporation relating to interest holder liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by paragraph (a), as if the amendment had not occurred.(c) The shareholder shall have such rights of contribution from other persons as are provided by the articles of incorporation relating to interest holder liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by paragraph (a), as if the amendment had not occurred.(d) The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective.History.—s. 105, ch. 89-154; s. 127, ch. 2019-90.
FL Stat § 607.1020 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1020 - Amendment of bylaws by board of directors or shareholders.

607.1020 Amendment of bylaws by board of directors or shareholders.—(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:(a) The articles of incorporation or this chapter reserves that power exclusively to the shareholders in whole or in part; or(b) Except as provided in s. 607.0206(5), the shareholders, in amending, repealing, or adopting the bylaws generally or a particular bylaw provision, expressly provide that the board of directors may not amend, repeal, adopt, or reinstate the bylaws generally or that particular bylaw provision.(2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.(3) A shareholder does not have a vested property right resulting from any provision in the bylaws.History.—s. 106, ch. 89-154; s. 128, ch. 2019-90.
FL Stat § 607.1021 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1021 - Bylaw increasing quorum or voting requirements for shareholders.

607.1021 Bylaw increasing quorum or voting requirements for shareholders.—(1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.(2) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (1) may not be adopted, amended, or repealed by the board of directors.History.—s. 107, ch. 89-154; s. 129, ch. 2019-90.
FL Stat § 607.1022 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1022 - Bylaw increasing quorum or voting requirements for directors.

607.1022 Bylaw increasing quorum or voting requirements for directors.—(1) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.(2) A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.(3) Action by the board of directors under subsection (1) to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.History.—s. 108, ch. 89-154; s. 130, ch. 2019-90.
FL Stat § 607.1023 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1023 - Bylaw provisions relating to the election of directors.

607.1023 Bylaw provisions relating to the election of directors.—(1) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in s. 607.0728(1), or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follows:(a) Each vote entitled to be cast may be voted for or against up to the number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes;(b) To be elected, a nominee must have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of 90 days from the date on which the voting results are determined pursuant to s. 607.0729(2)(e) or the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which s. 607.0809 applies. Subject to paragraph (c), a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the 90-day period referenced above; and(c) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.(2) Subsection (1) does not apply to an election of directors by a voting group if:(a) At the expiration of the time fixed under a provision requiring advance notification of director candidates; or(b) Absent such a provision, at a time fixed by the board of directors which is not more than 14 days before notice is given of the meeting at which the election is to occur,there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual’s candidacy does not create a bona fide election contest.(3) A bylaw electing to be governed by this section may be repealed:(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or(b) If adopted by the board of directors, by the board of directors or the shareholders.History.—s. 131, ch. 2019-90.
FL Stat § 607.1104 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1104 - Merger between parent and subsidiary or between subsidiaries.

607.1104 Merger between parent and subsidiary or between subsidiaries.—(1)(a) A domestic or foreign parent eligible entity that owns shares of a domestic corporation which carry at least 80 percent of the voting power of each class and series of the outstanding shares of the subsidiary may:1. Merge the subsidiary into itself, if it is a domestic or foreign eligible entity, or into another domestic or foreign eligible entity in which the parent eligible entity owns at least 80 percent of the voting power of each class and series of the outstanding shares or eligible interests that have voting power; or2. Merge itself, if it is a domestic or foreign eligible entity, into such subsidiary.(b) Mergers under subparagraphs (a)1. and 2. do not require the approval of the board of directors or shareholders of the subsidiary unless the articles of incorporation or organic rules of the parent eligible entity or the articles of incorporation of the subsidiary otherwise provide. Section 607.1103(9) applies to a merger under this section. The articles of merger relating to a merger under this section do not need to be signed by the subsidiary.(2) The parent shall, within 10 days after the effective date of a merger approved under subsection (1), notify each of the subsidiary’s shareholders that the merger has become effective.(3) Except as provided for in subsections (1) and (2), a merger between a parent eligible entity and a domestic subsidiary corporation shall be governed by the provisions of ss. 607.1101-607.1107 that are applicable to mergers generally.History.—s. 112, ch. 89-154; s. 33, ch. 93-281; s. 17, ch. 2003-283; s. 136, ch. 2019-90.
FL Stat § 607.1107 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.1107 - Abandonment of a merger or share exchange.

607.1107 Abandonment of a merger or share exchange.—(1) After a plan of merger or a plan of share exchange has been adopted and approved as required by this chapter, and before the articles of merger or the articles of share exchange have become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan of merger or the plan of share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.(2) If a merger or share exchange is abandoned under subsection (1) after articles of merger or articles of share exchange have been delivered to the department for filing but before the articles of merger or articles of share exchange have become effective, a statement of abandonment signed by all the parties that signed the articles of merger or articles of share exchange must be delivered to the department for filing before the articles of merger or articles of share exchange become effective. The statement shall take effect on filing, whereupon the merger or share exchange shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:(a) The name of each party to the merger or the names of the acquiring and acquired entities in a share exchange;(b) The date on which the articles of merger or articles of share exchange were filed by the department; and(c) A statement that the merger or share exchange has been abandoned in accordance with this section.History.—s. 115, ch. 89-154; s. 5, ch. 2004-378; s. 140, ch. 2019-90.
FL Stat § 607.11920 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.11920 - Domestication.

607.11920 Domestication.—(1) By complying with this section and ss. 607.11921-607.11924, as applicable, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.(2) By complying with this section and ss. 607.11921-607.11924, as applicable, a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation.(3) In a domestication under subsection (2), the domesticating eligible entity must enter into a plan of domestication. The plan of domestication must include:(a) The name of the domesticating corporation;(b) The name and jurisdiction of formation of the domesticated corporation;(c) The manner and basis of reclassifying the shares and rights to acquire shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;(d) The proposed organic rules of the domesticated corporation which must be in writing; and(e) The other terms and conditions of the domestication.(4) In addition to the requirements of subsection (3), a plan of domestication may contain any other provision not prohibited by law.(5) The terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with s. 607.0120(11).(6) If a protected agreement of a domesticating corporation in effect immediately before the domestication becomes effective contains a provision applying to a merger of the corporation and the agreement does not refer to a domestication of the corporation, the provision applies to a domestication of the corporation as if the domestication were a merger until such time as the provision is first amended after January 1, 2020.History.—s. 148, ch. 2019-90; s. 33, ch. 2020-32.
FL Stat § 607.11922 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.11922 - Articles of domestication; effectiveness.

607.11922 Articles of domestication; effectiveness.—(1) Articles of domestication must be signed by the domesticating corporation after:(a) A plan of domestication of a domestic corporation has been adopted and approved as required by this chapter; or(b) A foreign corporation that is the domesticating corporation has approved a domestication as required by the applicable provisions of this chapter and under the foreign corporation’s organic law.(2) Articles of domestication must set forth:(a) The name of the domesticating corporation and its jurisdiction of formation;(b) The name and jurisdiction of formation of the domesticated corporation; and(c)1. If the domesticating corporation is a domestic corporation, a statement that the plan of domestication was approved in accordance with this chapter; or2. If the domesticating corporation is a foreign corporation, a statement that the domestication was approved in accordance with its organic law.(3) If the domesticated corporation is to be a domestic corporation, articles of incorporation of the domesticated corporation that satisfy the requirements of s. 607.0202 must be attached to the articles of domestication. Provisions that would not be required to be included in restated articles of incorporation may be omitted from the articles of incorporation attached to the articles of domestication.(4) The articles of domestication shall be delivered to the department for filing and shall take effect at the effective date determined in accordance with s. 607.0123.(5)(a) If the domesticated corporation is a domestic corporation, the domestication becomes effective when the articles of domestication are effective.(b) If the domesticated corporation is a foreign corporation, the domestication becomes effective on the later of the date and time provided by the organic law of the domesticated corporation or when the articles of domestication are effective.(6) If the domesticating corporation is a foreign corporation that is qualified to transact business in this state under ss. 607.1501-607.1532, its certificate of authority is automatically canceled when the domestication becomes effective.(7) A copy of the articles of domestication, certified by the department, may be filed in the official records of any county in this state in which the domesticating eligible entity holds an interest in real property.History.—s. 150, ch. 2019-90.
FL Stat § 607.11923 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.11923 - Amendment of a plan of domestication; abandonment.

607.11923 Amendment of a plan of domestication; abandonment.—(1) A plan of domestication of a domestic corporation adopted under s. 607.11920(3) may be amended:(a) In the same manner as the plan of domestication was approved, if the plan does not provide for the manner in which it may be amended; or(b) In the manner provided in the plan of domestication, except that a shareholder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change:1. The amount or kind of shares or other securities; obligations; rights to acquire shares or other securities; cash; other property; or any combination of the foregoing, to be received by any of the shareholders or holders of rights to acquire shares or other securities of the domesticating corporation under the plan;2. The organic rules of the domesticated corporation that are to be in writing and that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the shareholders of the domesticated corporation under its organic rules as set forth in the plan of domestication; or3. Any of the other terms or conditions of the plan, if the change would adversely affect the shareholder in any material respect.(2) After a plan of domestication has been adopted and approved by a domestic corporation as required by this chapter, and before the articles of domestication have become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of the domestic corporation.(3) If a domestication is abandoned after the articles of domestication have been delivered to the department for filing but before the articles of domestication have become effective, a statement of abandonment signed by the domesticating corporation must be delivered to the department for filing before the articles of domestication become effective. The statement shall take effect upon filing, and the domestication shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:(a) The name of the domesticating corporation;(b) The date on which the articles of domestication were filed by the department; and(c) A statement that the domestication has been abandoned in accordance with this section.History.—s. 151, ch. 2019-90; s. 35, ch. 2020-32.