reglab/housing_qa huggingface dataset:
FL Stat § 617.1103 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1103 - Approval of Plan of Merger; Abandonment of Plan Thereafter.

617.1103 Approval of plan of merger; abandonment of plan thereafter.—(1) A plan of merger must be adopted in the following manner:(a) If the members of any merging corporation are entitled to vote on a plan of merger, the board of directors of such corporation must adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote on the proposed plan, which may be either an annual or special meeting. Written notice setting forth the proposed plan or a summary thereof must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. The proposed plan shall be adopted upon receiving at least a majority of the votes which members present at each such meeting or represented by proxy are entitled to cast; or(b) If a merging corporation has no members or if its members are not entitled to vote on a plan of merger, such plan may be adopted at a meeting of its board of directors by a majority vote of the directors then in office.(2) Unless a plan of merger prohibits abandonment of the merger without approval by the members entitled to vote on the plan of merger, after authorization for a planned merger by a vote of members, the board of directors may, in its discretion, abandon such planned merger, subject to the rights of third parties under any contracts relating to the planned merger, at any time prior to the filing of articles of merger by any corporation party to the merger without any further action or approval by the members.History.—s. 70, ch. 90-179.
FL Stat § 617.1105 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1105 - Articles of Merger.

617.1105 Articles of merger.—Articles of merger must be executed by each corporation, as provided in s. 617.01201 and must set forth:(1) The plan of merger;(2) If the members of any merging corporation are entitled to vote on such a plan, then, as to each such corporation, the date of the meeting of members at which the plan of merger was adopted, a statement that the number of votes cast for the merger was sufficient for approval, and the vote on the plan, or a statement that such plan was adopted by written consent and executed in accordance with s. 617.0701;(3) If a merging corporation has no members or if its members are not entitled to vote on a plan of merger, then, as to each such corporation, a statement of such fact, the date of the adoption of the plan by the board of directors, the number of directors then in office, and the vote for the plan; and(4) The effective date of the merger if the effective date of the merger is to occur after the delivery of the articles of merger to the Department of State.History.—s. 71, ch. 90-179.
FL Stat § 617.1106 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1106 - Effect of Merger.

617.1106 Effect of merger.—When a merger becomes effective:(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;(2) The title to all real estate and other property, or any interest therein, owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;(3) The surviving corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each corporation party to the merger;(4) Any claim existing or action or proceeding pending by or against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation which ceased existence;(5) Neither the rights of creditors nor any liens upon the property of any corporation party to the merger shall be impaired by such merger;(6) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and(7) Members of each corporation which is a party to the merger, other than the surviving corporation, are entitled only to the rights, if any, provided in the articles of merger.History.—s. 72, ch. 90-179.
FL Stat § 617.1107 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1107 - Merger of Domestic and Foreign Corporations.

617.1107 Merger of domestic and foreign corporations.—(1) One or more foreign corporations and one or more domestic corporations may be merged into a corporation of this state or of another jurisdiction if such merger is permitted by the laws of the jurisdiction under which each such foreign corporation is organized and if:(a) Each foreign corporation complies with the applicable laws of the jurisdiction under which it is organized; and(b) Each domestic corporation complies with the provisions of this act relating to the merger of domestic corporations.(2) If the surviving corporation is to be governed by the laws of any jurisdiction other than this state, it must comply with the provisions of this act with respect to foreign corporations if it is to conduct its affairs in this state, and in every case it will be deemed to have filed with the Department of State:(a) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger; and(b) An irrevocable appointment of the Department of State of this state as its agent to accept service of process in any such proceeding.(3) If the surviving corporation is to be governed by the laws of this state, the effect of such merger is the same as in the case of the merger of domestic corporations. If the surviving corporation is to be governed by the laws of any jurisdiction other than this state, the effect of such merger is governed by the laws of such other jurisdiction.(4) At any time prior to the filing of the articles of merger by the Department of State, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.History.—s. 73, ch. 90-179.
FL Stat § 617.1108 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1108 - Merger of Domestic Corporation and Other Eligible Entities.

617.1108 Merger of domestic corporation and other eligible entities.—(1) Subject to s. 617.0302(16) and other applicable provisions of this chapter, ss. 607.1101, 607.1103, 607.1105, 607.1106, and 607.1107 shall apply to a merger involving a corporation not for profit organized under this act and one or more other eligible entities identified in 1s. 607.1108(1).(2) A domestic corporation not for profit organized under this chapter is not required to file articles of merger pursuant to this section if the corporation not for profit is named as a party or constituent organization in articles of merger or a certificate of merger filed for the same merger in accordance with s. 605.1025, s. 607.1105, s. 620.2108(3), or s. 620.8918(1) and (2). In such a case, the other articles of merger or certificate of merger may also be used for purposes of subsection (3).(3) A copy of the articles of merger or certificate of merger, certified by the Department of State, may be filed in the office of the official who is the recording officer of each county in this state in which real property of a party to the merger, other than the surviving entity, is situated.History.—s. 16, ch. 2005-267; s. 7, ch. 2008-187; ss. 12, 13, ch. 2013-180; s. 276, ch. 2019-90.1Note.—Repealed by s. 141, ch. 2019-90.
FL Stat § 617.1201 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1201 - Secured Transactions and Other Dispositions of Corporate Property and Assets Not Requiring Member Approval.

617.1201 Secured transactions and other dispositions of corporate property and assets not requiring member approval.—(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors may authorize any of the following transactions without any vote or consent of the members, even though the corporation has members entitled to vote:(a) Any mortgage or pledge of, or creation of a security interest in, or conveyance of title to, all or any part of the property and assets of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any contract, note, bond, or other obligation of the corporation;(b) Any sale, lease, exchange, or other disposition of less than substantially all the property and assets of the corporation; and(c) Any sale of all or substantially all of the property and assets of the corporation if:1. The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board in order to meet the liabilities of the corporation; or2. The corporation was incorporated for the purpose of liquidating such property and assets.(2) Any transaction made pursuant to this section without any vote or consent of the members may be upon such terms and conditions and for such consideration as the board may deem to be in the best interests of the corporation.History.—s. 74, ch. 90-179.
FL Stat § 617.1202 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1202 - Sale, Lease, Exchange, or Other Disposition of Corporate Property and Assets Requiring Member Approval.

617.1202 Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval.—A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation, in all cases other than those not requiring member approval as specified in s. 617.1201, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds, or other securities of any corporation or corporations for profit, domestic or foreign, and must be authorized in the following manner:(1) If the corporation has members entitled to vote on the sale, lease, exchange, or other disposition of corporate property, the board of directors must adopt a resolution approving such sale, lease, exchange, or other disposition, and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. At such meeting, the members may authorize such sale, lease, exchange, or other disposition and may approve or fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization requires at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors may, in its discretion, abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating to such sale, lease, exchange, or other disposition, without further action or approval by members.(2) If the corporation has no members or if its members are not entitled to vote thereon, a sale, lease, exchange, or other disposition of all or substantially all the property and assets of a corporation may be authorized by a majority vote of the directors then in office.History.—s. 75, ch. 90-179.
FL Stat § 617.1301 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1301 - Prohibited Distributions.

617.1301 Prohibited distributions.—Except as authorized in ss. 617.0505 and 617.1302, a corporation may not make any distributions to its members.History.—s. 37, ch. 2009-205.
FL Stat § 617.1302 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1302 - Authorized Distributions.

617.1302 Authorized distributions.—(1) A mutual benefit corporation may purchase its memberships pursuant to s. 617.0608 only if, after the purchase is completed:(a) The mutual benefit corporation is able to pay its debts as they become due in the usual course of its activities; and(b) The total assets of the mutual benefit corporation at least equal the sum of its total liabilities.(2) A corporation may make distributions upon dissolution in conformity with the dissolution provisions of this chapter.History.—s. 38, ch. 2009-205.
FL Stat § 617.1401 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1401 - Voluntary Dissolution of Corporation Prior to Conducting Its Affairs.

617.1401 Voluntary dissolution of corporation prior to conducting its affairs.—(1) At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily dissolved in the following manner:(a) If there are no directors of the corporation, by the incorporator or, if there is more than one incorporator, by a majority of the incorporators; or(b) If there are directors of the corporation, by a majority of the directors.(2) Articles of dissolution must be executed in accordance with s. 617.01201 and must set forth:(a) The name of the corporation;(b) The date of filing of its articles of incorporation;(c) That the corporation has not commenced to conduct its affairs;(d) That no debts of the corporation remain unpaid; and(e) That the incorporator or a majority of the incorporators or a majority of the directors, as the case may be, authorized the dissolution.(3) The articles of dissolution must be filed and shall become effective in accordance with s. 617.1403, may be revoked in accordance with s. 617.1404, and shall have the effect prescribed in s. 617.1405.History.—s. 80, ch. 90-179; s. 61, ch. 93-281.
FL Stat § 617.1402 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1402 - Dissolution of Corporation.

617.1402 Dissolution of corporation.—A corporation desiring to dissolve and wind up its affairs must adopt a resolution to dissolve in the following manner:(1) If the corporation has members entitled to vote on a resolution to dissolve, and unless the board of directors determines that because of a conflict of interest or other substantial reason it should not make any recommendation, the board of directors must adopt a resolution recommending that the corporation be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. A resolution to dissolve the corporation shall be adopted upon receiving at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast.(2) If the corporation has no members or if its members are not entitled to vote on a resolution to dissolve, the dissolution of the corporation may be authorized at a meeting of the board of directors by a majority vote of the directors then in office.History.—s. 76, ch. 90-179.
FL Stat § 617.1403 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1403 - Articles of Dissolution.

617.1403 Articles of dissolution.—(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution setting forth:(a) The name of the corporation;(b) If the corporation has members entitled to vote on dissolution, the date of the meeting of members at which the resolution to dissolve was adopted, a statement that the number of votes cast for dissolution was sufficient for approval, or a statement that such a resolution was adopted by written consent and executed in accordance with s. 617.0701; and(c) If the corporation has no members or if its members are not entitled to vote on dissolution, a statement of such fact, the date of the adoption of such resolution by the board of directors, the number of directors then in office, and the vote for the resolution.(2) A corporation is dissolved upon the effective date of its articles of dissolution.History.—s. 77, ch. 90-179.
FL Stat § 617.1404 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1404 - Revocation of Dissolution.

617.1404 Revocation of dissolution.—(1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution.(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Department of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(a) The name of the corporation;(b) The effective date of the dissolution that was revoked;(c) The date that the revocation of dissolution was authorized;(d) If the corporation’s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(e) If member action was required to revoke the dissolution, the information required by s. 617.1403(1)(b) or (c), whichever is applicable.(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes conducting its affairs as if dissolution had never occurred.History.—s. 78, ch. 90-179.
FL Stat § 617.1405 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1405 - Effect of Dissolution.

617.1405 Effect of dissolution.—(1) A dissolved corporation continues its corporate existence but may not conduct its affairs except to the extent appropriate to wind up and liquidate its affairs, including:(a) Collecting its assets;(b) Disposing of its properties that will not be distributed in kind pursuant to the plan of distribution of assets adopted under s. 617.1406;(c) Discharging or making provision for discharging its liabilities;(d) Distributing its remaining property in accordance with the plan of distribution of assets adopted under s. 617.1406; and(e) Doing every other act necessary to wind up and liquidate its affairs.(2) Dissolution of a corporation does not:(a) Transfer title to the corporation’s property;(b) Subject its directors or officers to standards of conduct different from those which applied prior to dissolution;(c) Change quorum or voting requirements for its board of directors or members, change provisions for selection, resignation, or removal of its directors or officers or both, or change provisions for amending its bylaws;(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(f) Terminate the authority of the registered agent of the corporation.(3) The directors, officers, and agents of a corporation dissolved pursuant to s. 617.1403 shall not incur any personal liability thereby by reason of their status as directors, officers, and agents of a dissolved corporation, as distinguished from a corporation which is not dissolved.(4) The name of a dissolved corporation is not available for assumption or use by another corporation until 120 days after the effective date of dissolution unless the dissolved corporation provides the department with an affidavit, executed pursuant to s. 617.01201, authorizing the immediate assumption or use of the name by another corporation.History.—s. 79, ch. 90-179; s. 39, ch. 2009-205.
FL Stat § 617.1406 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.1406 - Plan of Distribution of Assets.

617.1406 Plan of distribution of assets.—A plan providing for the distribution of assets, not inconsistent with this act or the articles of incorporation, must be adopted by a corporation in the following manner:(1) If the corporation has members entitled to vote on a plan of distribution of assets, the board of directors must adopt a resolution recommending a plan of distribution and directing its submission to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. Such plan of distribution shall be adopted upon receiving at least a majority of the votes which the members present at such meeting or represented by proxy are entitled to cast.(2) If the corporation has no members or if its members are not entitled to vote on a plan of distribution, such plan may be adopted at a meeting of the board of directors by a majority vote of the directors then in office.(3) A plan of distribution of assets must provide that:(a) All liabilities and obligations of the corporation be paid and discharged, or adequate provisions be made therefor;(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, be returned, transferred, or conveyed in accordance with such requirements;(c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, as provided in the plan of distribution of assets;(d) Other assets, if any, be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or the bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; and(e) Any remaining assets be distributed to such persons, trusts, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, as specified in the plan of distribution of assets.(4) A copy of the plan of distribution of assets, authenticated by an officer of the corporation and containing the officer’s certificate of compliance with the requirements of subsection (1) or subsection (2) must be filed with the Department of State.History.—s. 81, ch. 90-179.