reglab/housing_qa huggingface dataset:
FL Stat § 617.0830 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0830 - General Standards for Directors.

617.0830 General standards for directors.—(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:(a) In good faith;(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(c) In a manner he or she reasonably believes to be in the best interests of the corporation.(2) In discharging his or her duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;(b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons’ professional or expert competence; or(c) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.(3) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.(4) A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.History.—s. 52, ch. 90-179; s. 90, ch. 97-102.
FL Stat § 617.0831 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0831 - Indemnification and Liability of Officers, Directors, Employees, and Agents.

617.0831 Indemnification and liability of officers, directors, employees, and agents.—Except as provided in s. 617.0834, s. 607.0831 and ss. 607.0850-607.0859 apply to a corporation organized under this act and a rural electric cooperative organized under chapter 425. Any reference to “directors” in those sections includes the directors, managers, or trustees of a corporation organized under this act or of a rural electric cooperative organized under chapter 425. However, the term “director” as used in s. 607.0831 and ss. 607.0850-607.0859 does not include a director appointed by the developer to the board of directors of a condominium association under chapter 718, a cooperative association under chapter 719, a homeowners’ association defined in s. 720.301, or a timeshare managing entity under chapter 721. Any reference to “shareholders” in those sections includes members of a corporation organized under this act and members of a rural electric cooperative organized under chapter 425.History.—s. 53, ch. 90-179; s. 1, ch. 94-165; s. 51, ch. 95-274; s. 55, ch. 2000-258; s. 274, ch. 2019-90.
FL Stat § 617.0833 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0833 - Loans to Directors or Officers.

617.0833 Loans to directors or officers.—Loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, may not be made by a corporation to its directors or officers, or to any other corporation, firm, association, or other entity in which one or more of its directors or officers is a director or officer or holds a substantial financial interest, except a loan by one corporation which is exempt from federal income taxation under s. 501(c)(3) of the Internal Revenue Code of 1986, as amended, to another corporation which is exempt from federal income taxation under s. 501(c)(3) of the Internal Revenue Code of 1986, as amended. A loan made in violation of this section is a violation of the duty to the corporation of the directors or officers authorizing it or participating in it, but the obligation of the borrower with respect to the loan is not affected.History.—s. 56, ch. 90-179; s. 57, ch. 93-281; s. 32, ch. 2009-205.
FL Stat § 617.0834 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0834 - Officers and Directors of Certain Corporations and Associations Not for Profit; Immunity From Civil Liability.

617.0834 Officers and directors of certain corporations and associations not for profit; immunity from civil liability.—(1) An officer or director of a nonprofit organization recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of the Internal Revenue Code of 1986, as amended, or of an agricultural or a horticultural organization recognized under s. 501(c)(5), of the Internal Revenue Code of 1986, as amended, is not personally liable for monetary damages to any person for any statement, vote, decision, or failure to take an action, regarding organizational management or policy by an officer or director, unless:(a) The officer or director breached or failed to perform his or her duties as an officer or director; and(b) The officer’s or director’s breach of, or failure to perform, his or her duties constitutes:1. A violation of the criminal law, unless the officer or director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against an officer or director in any criminal proceeding for violation of the criminal law estops that officer or director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law, but does not estop the officer or director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;2. A transaction from which the officer or director derived an improper personal benefit, directly or indirectly; or3. Recklessness or an act or omission that was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.(2) For the purposes of this section, the term:(a) “Recklessness” means the acting, or omission to act, in conscious disregard of a risk:1. Known, or so obvious that it should have been known, to the officer or director; and2. Known to the officer or director, or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.(b) “Director” means a person who serves as a director, trustee, or member of the governing board of an organization.(c) “Officer” means a person who serves as an officer without compensation except reimbursement for actual expenses incurred or to be incurred.History.—s. 54, ch. 90-179; s. 92, ch. 97-102; s. 33, ch. 2009-205.
FL Stat § 617.0835 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0835 - Prohibited Activities by Private Foundations.

617.0835 Prohibited activities by private foundations.—(1) As used in this section, section references, unless otherwise indicated, refer to the Internal Revenue Code of 1986, as amended, Title 26 of the United States Code, including corresponding provisions of any subsequent federal tax laws.(2) A corporation, during the period it is a “private foundation” as defined in s. 509(a), may not:(a) Engage in any act of “self-dealing,” as defined in s. 4941(d), which would give rise to any liability for the tax imposed by s. 4941(a);(b) Retain any “excess business holdings,” as defined in s. 4943(c), which would give rise to any liability for the tax imposed by s. 4943(a);(c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of s. 4944, so as to give rise to any liability for the tax imposed by s. 4944(a); and(d) Make any “taxable expenditures,” as defined in s. 4945(d), which would give rise to any liability for the tax imposed by s. 4945(a).(3) Each corporation, during the period it is a “private foundation” as defined in s. 509, shall distribute, for the purposes specified in its articles of incorporation or organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by s. 4942(a).(4) The provisions of subsections (2) and (3) do not apply to any corporation to the extent that a court of competent jurisdiction determines that such application would be contrary to the terms of the articles of incorporation or organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.(5) This section shall not impair the rights and powers of the courts or of the Department of Legal Affairs with respect to any corporation.History.—s. 57, ch. 90-179.
FL Stat § 617.0840 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0840 - Required Officers.

617.0840 Required officers.—(1) A corporation shall have the officers described in its articles of incorporation or its bylaws who shall be elected or appointed at such time and for such terms as is provided in the articles of incorporation or the bylaws. In the absence of any such provisions, all officers shall be elected or appointed by the board of directors annually.(2) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.(3) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the corporation.(4) The same individual may simultaneously hold more than one office in a corporation.History.—s. 58, ch. 90-179.
FL Stat § 617.0841 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0841 - Duties of Officers.

617.0841 Duties of officers.—Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the duties of other officers.History.—s. 59, ch. 90-179.
FL Stat § 617.0842 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0842 - Resignation and Removal of Officers.

617.0842 Resignation and removal of officers.—(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date of the pending vacancy.(2) A board of directors may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.History.—s. 60, ch. 90-179.
FL Stat § 617.0843 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0843 - Contract Rights of Officers.

617.0843 Contract rights of officers.—(1) The appointment of an officer does not itself create contract rights.(2) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.History.—s. 61, ch. 90-179.
FL Stat § 617.0901 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0901 - Reincorporation.

617.0901 Reincorporation.—(1) Any corporation which has a charter approved by a circuit judge under former chapter 617, Florida Statutes (1989), or a charter granted by the Legislature of this state, on or prior to September 1, 1959, the effective date of chapter 59-427, Laws of Florida, may reincorporate under this act by filing with the Department of State a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, as to charters and amendments granted by circuit judges, and by the Department of State, as to legislative charters, together with a certificate containing the provisions required in original articles of incorporation by s. 617.0202, and accepting the provisions of this act.(2) A certificate of reincorporation must be executed in accordance with s. 617.01201, and it must show that its issuance was duly authorized by a meeting of its members regularly called, or if there are no members entitled to vote on reincorporation, by a meeting of its board of directors. Upon the filing of a certificate of reincorporation in accordance with s. 617.01201, the corporation shall be deemed to be incorporated under this act and the certificate shall constitute its articles of incorporation.(3) The corporation shall then be entitled to and be possessed of all the privileges, franchises, and powers as if originally incorporated under this act, and all the properties, rights, and privileges belonging to the corporation prior to reincorporation, which were acquired by gift, grant, conveyance, assignment, or otherwise are hereby ratified, approved, confirmed, and assured to the corporation with like effect and to all intents and purposes as if they had been originally acquired pursuant to incorporation under this act. However, any corporation reincorporating under this act shall be subject to all the contracts, duties, and obligations resting upon the corporation prior to reincorporation or to which the corporation shall then be in any way liable.History.—s. 62, ch. 90-179.
FL Stat § 617.1001 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1001 - Authority to Amend the Articles of Incorporation.

617.1001 Authority to amend the articles of incorporation.—(1) A corporation may amend its articles of incorporation at any time as provided in this act.(2) A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, purpose, or duration of the corporation.History.—s. 63, ch. 90-179; s. 58, ch. 93-281.
FL Stat § 617.1002 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1002 - Procedure for Amending Articles of Incorporation.

617.1002 Procedure for amending articles of incorporation.—(1) Unless the articles of incorporation provide an alternative procedure, amendments to the articles of incorporation must be made in the following manner:(a) If there are members entitled to vote on a proposed amendment to the articles of incorporation, the board of directors must adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on the proposed amendment, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected by the amendment must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. The proposed amendment shall be adopted upon receiving at least a majority, or any larger or smaller percentage specified in the articles of incorporation or the bylaws, of the votes which members present at such meeting or represented by proxy are entitled to cast; or(b) If there are no members or if members are not entitled to vote on proposed amendments to the articles of incorporation, an amendment may be adopted at a meeting of the board of directors by a majority vote of the directors then in office.(2) Unless otherwise provided in the articles of incorporation, members entitled to vote on proposed amendments to the articles of incorporation may amend the articles of incorporation, without action by the directors, at a meeting for which notice of the changes to be made is given.(3) Any number of amendments may be submitted and voted upon at any one meeting.History.—s. 64, ch. 90-179; s. 27, ch. 91-208; s. 59, ch. 93-281.
FL Stat § 617.1006 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1006 - Contents of Articles of Amendment.

617.1006 Contents of articles of amendment.—The articles of amendment must be executed by the corporation as provided in s. 617.01201 and must set forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) If there are members entitled to vote on a proposed amendment, the date of the adoption of the amendment by the members and a statement that the number of votes cast for the amendment was sufficient for approval; and(4) If there are no members or if members are not entitled to vote on a proposed amendment, a statement of such fact and the date of the adoption of the amendment by the board of directors.History.—s. 65, ch. 90-179.
FL Stat § 617.1007 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1007 - Restated Articles of Incorporation.

617.1007 Restated articles of incorporation.—(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without a vote of the members.(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member approval, it must be adopted as provided in s. 617.1002.(3) A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement, executed in accordance with s. 617.01201, setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:(a) Whether the restatement contains an amendment to the articles of incorporation requiring member approval and, if it does not, that the board of directors adopted the restatement; or(b) If the restatement contains an amendment to the articles of incorporation requiring member approval, the information required by s. 617.1006.(4) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.(5) The Department of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (3).History.—s. 66, ch. 90-179; s. 60, ch. 93-281; s. 34, ch. 2009-205.
FL Stat § 617.1008 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1008 - Amendment Pursuant to Reorganization.

617.1008 Amendment pursuant to reorganization.—(1) A corporation’s articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under any federal or state law if the articles of incorporation, after amendment, contain only provisions required or permitted by s. 617.0202.(2) The individual or individuals designated by the court shall deliver to the Department of State 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 federal or state law.(3) 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. 67, ch. 90-179.
FL Stat § 617.1009 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1009 - Effect of Amendment.

617.1009 Effect of amendment.—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 members of the corporation. An amendment changing a corporation’s name does not abate a proceeding brought by or against the corporation in its former name.History.—s. 68, ch. 90-179.
FL Stat § 617.1101 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1101 - Plan of Merger.

617.1101 Plan of merger.—(1) Any two or more domestic corporations may merge into one domestic corporation pursuant to a plan of merger approved in the manner provided in this section.(2) Each corporation must adopt a plan of merger setting forth:(a) The names of the corporations proposing to merge and the name of the surviving corporation into which each other corporation plans to merge, which is designated as the surviving corporation;(b) The terms and conditions of the proposed merger;(c) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger; and(d) The manner and basis, if any, of converting the memberships of each merging corporation into memberships, obligations, or securities of the surviving corporation or any other corporation or, in whole or in part, into cash or other property.(3) The plan of merger may set forth:(a) Amendments to, or a restatement of, the articles of incorporation of the surviving corporation;(b) The effective date of the merger, which may be on or after the date of filing the articles of incorporation or merger; or(c) Other provisions relating to the merger.History.—s. 69, ch. 90-179; s. 35, ch. 2009-205.
FL Stat § 617.1102 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1102 - Limitation on Merger.

617.1102 Limitation on merger.—A corporation not for profit organized under this chapter may merge with one or more other eligible entities, as identified in s. 607.1101(1), only if the surviving entity of such merger is a corporation not for profit or other eligible entity that has been organized as a not-for-profit entity under a governing statute or other applicable law that allows such a merger.History.—s. 36, ch. 2009-205; s. 275, ch. 2019-90.