reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1604 - Court-Ordered Inspection.

617.1604 Court-ordered inspection.—
(1) If a corporation does not, within a reasonable time, allow a member to inspect and copy any record, and the member complies with any prerequisites to inspection and copying imposed by this section, the member may apply to the circuit court in the county where the corporation’s principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited summary basis.
(2) If the court orders inspection or copying of the records demanded, it shall also order the corporation and the custodian of the particular records demanded to pay the member’s costs, including reasonable attorney’s fees, reasonably incurred to obtain the order and enforce its rights under this section unless the corporation, or the officer, director, or agent, as the case may be, provides that it or he or she refused inspection in good faith because it or he or she had a reasonable basis for doubt about the right of the member to inspect or copy the records demanded.
(3) If the court orders inspection or copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
History.—s. 72, ch. 93-281; s. 5, ch. 97-93; s. 102, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1605 - Financial Reports for Members.

617.1605 Financial reports for members.—A corporation, upon a member’s written demand, shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and which include a balance sheet as of the end of the fiscal year and a statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on such basis.
History.—s. 73, ch. 93-281; s. 51, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1606 - Access to Records.

617.1606 Access to records.—Sections 617.1601-617.1605 do not apply to a corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.
History.—s. 4, ch. 2010-174.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1701 - Application to Existing Domestic Corporation.

617.1701 Application to existing domestic corporation.—This act applies to all domestic corporations in existence on July 1, 1991, that were incorporated under any general statute of this state providing for incorporation of corporations not for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
History.—s. 108, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1702 - Application to Qualified Foreign Corporations.

617.1702 Application to qualified foreign corporations.—A foreign corporation authorized to conduct its affairs in this state on July 1, 1991, is subject to this act but is not required to obtain a new certificate of authority to conduct its affairs under this act.
History.—s. 110, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1703 - Application of Chapter.

617.1703 Application of chapter.—
(1)(a) This chapter is applicable to a corporation that is an association as defined in and regulated by any of chapter 718 regarding condominiums, chapter 719 regarding cooperatives, chapter 720 regarding homeowners’ associations, chapter 721 regarding timeshares, or chapter 723 regarding mobile home owners’ associations, except:
1. For any conflict between the provisions of this chapter and chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723; or
2. As otherwise provided for in chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723.
(b) If subparagraph (a)1. or subparagraph (a)2. applies, the applicable provisions of such other respective chapters shall apply.
(2) The provisions of ss. 617.0605-617.0608 do not apply to corporations regulated by any of the foregoing chapters or to any other corporation where membership in the corporation is required pursuant to a document recorded in the county property records.
History.—s. 52, ch. 2009-205; s. 12, ch. 2021-13.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1711 - Application to Foreign and Interstate Commerce.

617.1711 Application to foreign and interstate commerce.—The provisions of this act apply to commerce with foreign nations and among the several states only insofar as such commerce may be permitted under the Constitution and laws of the United States.
History.—s. 111, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1805 - Corporations for Profit; When May Become Corporations Not for Profit.

617.1805 Corporations for profit; when may become corporations not for profit.—Any corporation for profit incorporated under any of the laws of the state, engaged solely in carrying out the purposes and objects for which corporations not for profit are authorized under state law to carry out, may change its corporate nature from a corporation for profit to that of a corporation not for profit as defined in this act, by filing a petition in the circuit court of the county wherein its principal place of business is located in the name of the corporation signed by an officer of the corporation and under its corporate seal setting forth the purposes and objects in which it is solely engaged, and requesting that the nature of the corporation be changed. However, any corporation for profit, which has transferred, or is in the process of transferring, its functions and assets to a corporation not for profit by proceedings under this act shall, upon the recital of the facts, circumstances, and intentions surrounding such transfer proceedings in a petition filed in accordance with s. 617.1806, and the subsequent approval thereof by the circuit judge to whom presented, be deemed to have acted under this act and such corporation not for profit shall succeed to the rights, liabilities, and assets of its corporate predecessor.
History.—s. 123, ch. 90-179; s. 7, ch. 95-211.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1806 - Conversion to Corporation Not for Profit; Petition and Contents.

617.1806 Conversion to corporation not for profit; petition and contents.—A petition for conversion to a corporation not for profit pursuant to s. 617.1805 shall be accompanied by the written consent of all the shareholders authorizing the change in the corporate nature and directing an authorized officer to file such petition before the court, together with a statement agreeing to accept all the property of the petitioning corporation and agreeing to assume and pay all its indebtedness and liabilities, and the proposed articles of incorporation signed by the president and secretary of the petitioning corporation which shall set forth the provisions required in original articles of incorporation by s. 617.0202.
History.—s. 124, ch. 90-179; s. 54, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1807 - Conversion to Corporation Not for Profit; Authority of Circuit Judge.

617.1807 Conversion to corporation not for profit; authority of circuit judge.—If the circuit judge to whom the petition and proposed articles of incorporation are presented finds that the petition and proposed articles are in proper form, he or she shall approve the articles of incorporation and endorse his or her approval thereon; such approval shall provide that all of the property of the petitioning corporation shall become the property of the successor corporation not for profit, subject to all indebtedness and liabilities of the petitioning corporation. The articles of incorporation with such endorsements thereupon shall be sent to the Department of State, which shall, upon receipt thereof and upon payment of all taxes due the state by the petitioning corporation, if any, issue a certificate showing the receipt of the articles of incorporation with the endorsement of approval thereon and of the payment of all taxes to the state. Upon payment of the filing fees specified in s. 617.0122, the Department of State shall file the articles of incorporation, and from thenceforth the petitioning corporation shall become a corporation not for profit under the name adopted in the articles of incorporation and subject to all the rights, powers, immunities, duties, and liabilities of corporations not for profit under state law, and its rights, powers, immunities, duties, and liabilities as a corporation for profit shall cease and determine.
History.—s. 125, ch. 90-179; s. 103, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1808 - Application of Act to Corporation Converted to Corporation Not for Profit.

617.1808 Application of act to corporation converted to corporation not for profit.—All the provisions of this act relating to corporations not for profit, except insofar as they are inconsistent with ss. 617.1805, 617.1806, and 617.1807, shall be applicable to any corporation whose character has been changed under ss. 617.1805, 617.1806, and 617.1807 and shall henceforth govern such corporation.
History.—s. 126, ch. 90-179; s. 8, ch. 95-211.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1904 - Estoppel.

617.1904 Estoppel.—No body of persons acting as a corporation shall be permitted to set up the lack of legal organization as a defense to an action against them as a corporation, nor shall any person sued on a contract made with the corporation or sued for an injury to its property or a wrong done to its interests be permitted to set up the lack of such legal organization in his or her defense.
History.—s. 113, ch. 90-179; s. 104, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1907 - Effect of Repeal or Amendment of Prior Acts.

617.1907 Effect of repeal or amendment of prior acts.—
(1) Except as provided in subsection (2), the repeal or amendment of a statute by this chapter does not affect:
(a) The operation of the statute or any action taken under it before its repeal or amendment;
(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal or amendment;
(c) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal or amendment; or
(d) Any proceeding, reorganization, or dissolution commenced before its repeal or amendment, and the proceeding, reorganization, or dissolution may be completed as if it had not been repealed or amended.
(2) If a penalty or punishment imposed for violation of a statute repealed or amended by this chapter is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
History.—s. 114, ch. 90-179; s. 55, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1908 - Applicability of Florida Business Corporation Act.

617.1908 Applicability of Florida Business Corporation Act.—Except as made applicable by specific reference in any other section of this chapter, part I of chapter 607, the Florida Business Corporation Act, does not apply to any corporations not for profit.
History.—s. 115, ch. 90-179; s. 76, ch. 93-281; s. 2, ch. 94-165; s. 49, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2001 - Corporations Which May Be Incorporated Hereunder; Incorporation of Certain Medical Services Corporations.

617.2001 Corporations which may be incorporated hereunder; incorporation of certain medical services corporations.—
(1) Corporations may be organized and incorporated under this act for any one or more lawful purposes not for pecuniary profit. However, corporations not for profit which may be incorporated under any other law of this state governing particular types of corporations may not be incorporated under this act.
(2) A corporation not for profit organized prior to December 1, 1987, pursuant to the provisions of chapter 85-56, Laws of Florida, or to the provisions of s. 2, chapter 87-296, Laws of Florida, may conduct the practice of medicine, conduct programs of medical education, and carry on major medical research efforts.
History.—s. 116, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2002 - Corporation Not for Profit Organized Pursuant to S. 2, Ch. 87-296; Requirements.

617.2002 Corporation not for profit organized pursuant to s. 2, ch. 87-296; requirements.—A corporation not for profit organized pursuant to the provisions of s. 2, chapter 87-296, Laws of Florida, must meet the following requirements:
(1) At least 25 percent of its physicians must have a full-time contract for the provision of medical services with the corporation, be currently certified as specialists by the appropriate American specialty boards accredited by the Council on Medical Education of the American Medical Association, and have clinical privileges at one or more hospitals in this state.
(2) A hospital owned by a corporation organized pursuant to s. 2, chapter 87-296, Laws of Florida, must provide Medicaid and charity care.
History.—s. 117, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2003 - Proceedings to Revoke Articles of Incorporation or Charter or Prevent Its Use.

617.2003 Proceedings to revoke articles of incorporation or charter or prevent its use.—If any member or citizen complains to the Department of Legal Affairs that any corporation organized under this act was organized or is being used as a cover to evade any of the laws against crime, or for purposes inconsistent with those stated in its articles of incorporation or charter, or that an officer or director of a corporation has participated in a sale or transaction that is affected by a conflict of interest or from which he or she derived an improper personal benefit, either directly or indirectly, and shall submit prima facie evidence to sustain such charge, together with sufficient money to cover court costs and expenses, the department shall institute and in due course prosecute to final judgment such legal or equitable proceedings as may be considered advisable either to revoke the articles of incorporation or charter, to prevent its improper use, or to recover on behalf of the corporation or its unknown beneficiaries any profits improperly received by the corporation or its officers or directors.
History.—s. 118, ch. 90-179; s. 105, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2004 - Extinct Churches and Religious Societies; Property.

617.2004 Extinct churches and religious societies; property.—Property, both real and personal, belonging to or held in trust for any church or any religious society belonging to any religious denomination in this state that has or shall become extinct, shall vest in and become the property of that denomination of which such church or religious society is a member. However, this section shall not affect the title to any property that is now held by any of the denominational associations or organizations of the state, and this section shall not affect the reversionary interest of any person in such property or any valid lien thereon.
History.—s. 119, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2005 - Extinct Churches and Religious Societies; Dissolution.

617.2005 Extinct churches and religious societies; dissolution.—Any church or religious society in this state which has ceased or failed to maintain religious worship or service, or to use its property for religious worship or services according to the tenets, usages, and customs of a church of the denomination of which it is a member in this state for the space of 2 consecutive years, or whose membership has so diminished in numbers or in financial strength as to render it impossible for such church or society to maintain religious worship or services, or to protect its property from exposure to waste and dilapidation for a period of 2 years, shall be extinct. Upon the facts being established to the satisfaction of the circuit court in and for the county in which such church or society has been situated, an order of such court may be made dissolving the church or religious society and the property of such church or society, or the property which may be held in trust for such church or society, may by court order be transferred to and the title and possession thereof vested in the denomination of which such church or society was a member. A copy of the decree of dissolution shall be filed with the Department of State.
History.—s. 120, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2007 - Sponge Packing and Marketing Corporations.

617.2007 Sponge packing and marketing corporations.—Persons engaged in the business of buying, selling, packing, and marketing commercial sponges may incorporate under this act to aid in facilitating the orderly cooperative buying, selling, packing, and marketing of commercial sponges. Such association is not a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition or fix prices arbitrarily, and any marketing contract or agreement by the corporation and its members, or the exercise of any power granted by this act is not illegal or in restraint of trade.
History.—s. 122, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2101 - Corporation Authorized to Act as Trustee.

617.2101 Corporation authorized to act as trustee.—Any corporation, organized under this act, may act as trustee of property whenever the corporation has either a beneficial, contingent, or remainder interest in such property. Any corporation may accept and hold the legal title to property, the beneficial interest of which is owned by any other eleemosynary institution or nonprofit corporation or fraternal, benevolent, charitable, or religious society or association.
History.—s. 127, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2102 - Fines and Penalties Against Members.

617.2102 Fines and penalties against members.—A corporation may, if so authorized in the bylaws, levy fines or otherwise penalize members of the corporation. No fine or penalty shall be levied until after the corporation has provided notice thereof to the members concerned and has afforded the member an opportunity to be heard on the matter. The foregoing notice and hearing shall not be required as to the levy of a late fee for nonpayment of dues.
History.—s. 77, ch. 93-281.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.2105 - Corporation Issued a Deed to Real Property.

617.2105 Corporation issued a deed to real property.—When a corporation or foreign corporation subject to this chapter is issued a deed to real property in the state by the Board of Trustees of the Internal Improvement Trust Fund containing a reverter clause that restricts the use of property to specified uses in the deed, the failure to put the property to the required use within a period of 3 years after the grant, unless a stricter time period is contained in the deed, is prima facie evidence that the restriction is violated, subjecting the property to reversion to the Board of Trustees of the Internal Improvement Trust Fund at its discretion. This section applies retroactively and prospectively and may not be construed to excuse for any period of time a use of the property in violation of the restrictive use.
History.—s. 2, ch. 2011-170.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.221 - Membership Associations.

617.221 Membership associations.—
(1) As used in this section, the term “membership association” means a not-for-profit corporation, including a department or division of such corporation, the majority of whose board members are constitutional officers who, pursuant to s. 1001.32(2), operate, control, and supervise public entities that receive annual state appropriations through a statutorily defined formulaic allocation that is funded and prescribed annually in the General Appropriations Act or the substantive bill implementing the annual appropriations act. The term does not include a labor organization as defined in s. 447.02 or an entity funded through the Justice Administrative Commission.
(2) Dues paid to a membership association which are paid with public funds shall be assessed for each elected or appointed public officer and may be paid to a membership association. If a public officer elects not to join the membership association, the dues assessed to that public officer may not be paid to the membership association.
History.—s. 1, ch. 2016-237.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.01 - Definitions.

618.01 Definitions.—In construing this chapter, where the context permits, the word, phrase, or term:
(1) “Agricultural products” shall include aquacultural, horticultural, viticultural, forestry, aquatic, dairy, livestock, poultry, bee, and any farm products.
(2) “Member” shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
(3) “Association” means any corporation organized as a cooperative association, for the mutual benefit of its members either as producers of agricultural products or as nonprofit cooperative organizations of producers of agricultural products, or both, and in which the return on the stock or membership capital is limited to an amount not to exceed 8 percent per annum, and in which during any fiscal year thereof the value of business done with nonmembers shall not exceed the business done with members during the same period.
(4) Associations organized hereunder shall be deemed “nonprofit,” inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers.
History.—s. 2, ch. 9300, 1923; CGL 6467; s. 2, ch. 14675, 1931; s. 1, ch. 74-88; s. 8, ch. 87-367.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.02 - Who May Organize Association.

618.02 Who may organize association.—Three or more persons engaged in the production of any agricultural products, or three or more associations, may form a nonprofit cooperative association under the provisions of this chapter.
History.—s. 3, ch. 9300, 1923; CGL 6468; s. 3, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.03 - Preliminary Investigation.

618.03 Preliminary investigation.—Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the Department of Agriculture and Consumer Services, which will inform it whatever a survey of the marketing conditions affecting the commodities to be handled by the proposed association indicates regarding probable success.
History.—s. 5, ch. 9300, 1923; CGL 6470; s. 5, ch. 14675, 1931; ss. 14, 35, ch. 69-106.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.05 - Amendment of Articles of Incorporation.

618.05 Amendment of articles of incorporation.—The articles of incorporation may be altered or amended at any regular meeting or any special meeting called for the purpose. An amendment must first be approved by two-thirds of the directors and then adopted by a vote representing a majority of a quorum of the members attending a meeting of which notice of the proposed amendment shall have been given. Thereupon the association shall make under its corporate seal and the hands of its president or vice president and secretary or assistant secretary, a certificate accordingly, and the president or vice president shall duly execute and acknowledge such certificate before an officer authorized by law to take and certify acknowledgments of deeds, and such certificate so executed and acknowledged shall be filed with the Department of State; and upon so filing the same, the articles of incorporation of such association shall be deemed to be amended accordingly; provided, however, a fee of only $15 shall be required therefor by the Department of State.
History.—s. 9, ch. 9300, 1923; CGL 6474; s. 9, ch. 14675, 1931; s. 3, ch. 16879, 1935; ss. 10, 35, ch. 69-106; s. 17, ch. 71-114.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.06 - Purposes of Incorporation.

618.06 Purposes of incorporation.—An association may be organized under this chapter for the purpose of engaging in any cooperative activity in connection with the producing, marketing, or selling of agricultural products; or with the growing, harvesting, preserving, drying, processing, canning, packing, grading, storing, warehousing, handling, shipping, or utilizing such products; or the manufacturing or marketing of the byproducts thereof; or in connection with any of the activities mentioned herein, the manufacturing, selling, or supplying of machinery, equipment or supplies; or in the financing of any of the above-enumerated activities; or in performing or furnishing business or educational services, on a cooperative basis for those engaged in agriculture as bona fide producers of agricultural products or in any one or more of the activities specified herein.
History.—s. 4, ch. 9300, 1923; CGL 6469; s. 4, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.08 - Corporations May Mortgage Farm Supplies.

618.08 Corporations may mortgage farm supplies.—A mortgage, executed by a cooperative association, may cover its stock of farm supplies, changing in specifics, which stock mortgagor is permitted to retain in its possession and sell in the usual course of business. The lien of such mortgage shall be lost on all farm supplies sold up to the time of foreclosure, and shall attach to the farm supplies acquired to replenish the stock. No such mortgage shall be invalid as to creditors of the mortgagor because the mortgagor is permitted to retain possession and sell such mortgaged property in the usual course of business; provided, the mortgagor replenishes such property from the proceeds of sale or applies such proceeds in payment of the mortgage debt. In all other respects the laws relating to chattel mortgages shall be applicable to such mortgages.
History.—ss. 1, 2, ch. 17111, 1935; CGL 1936 Supp. 6471(1); s. 1, ch. 99-3.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.09 - Bylaws.

618.09 Bylaws.—Each association incorporated under this chapter shall adopt for its government and management, a code of bylaws not inconsistent with the powers granted by this chapter. A majority vote of a quorum of the members or stockholders attending a meeting, of which notice of the proposed bylaws shall have been given, is sufficient to adopt or amend the bylaws. Each association, under its bylaws, may provide for any or all of the following matters:
(1) The time, place, and manner of calling and conducting its meetings, which meetings and meetings of its directors, may be held either within or without the state.
(2) The number of stockholders or members constituting a quorum.
(3) The right of members or stockholders to vote by proxy or by mail or both; and the conditions, manner, form, and effects of such votes.
(4) The number of directors constituting a quorum.
(5) The qualifications, compensation, and duties and term of office of directors and officers; time of their election and the mode and manner of giving notice thereof.
(6) Penalties for violations of the bylaws.
(7) The amount of entrance, organization, and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.
(8) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member or stockholder for services rendered by the association to him or her and the time of payment and the manner of collection; and the form of marketing contract between the association and its members or stockholders, which marketing contract shall be binding upon every member or stockholder, unless otherwise agreed upon in writing.
(9) The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the condition upon which and time when membership of any member shall cease; the automatic suspension of the rights of a member when he or she ceases to be eligible to membership in the association; the mode, manner, and effect of the expulsion of a member; whether a member upon withdrawal, death, or expulsion shall have any interest in the property of the association, if organized without capital stock; the manner of determining the value of the property interest or the shares of common stock of retiring or expelled members, which interest or stock may be conclusively appraised by the board of directors of the association and purchased by the association at such value within 1 year after the date of such retirement or expulsion.
History.—s. 10, ch. 9300, 1923; CGL 6475; s. 10, ch. 14675, 1931; s. 4, ch. 16879, 1935; s. 7, ch. 22858, 1945; s. 108, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.10 - Membership of Corporation.

618.10 Membership of corporation.—
(1) Under the terms and conditions prescribed in the bylaws adopted by it, an association may admit as members, or issue common stock only to persons engaged in the production of agricultural products and to associations as defined in this chapter.
(2) An association organized hereunder may become a member or stockholder of any other association or corporation.
History.—s. 7, ch. 9300, 1923; CGL 6472; s. 7, ch. 14675, 1931; s. 7, ch. 22858, 1945.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.11 - How Meetings Called.

618.11 How meetings called.—In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and 10 percent of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting must thereupon be called by the directors. Notice of all special meetings, together with a statement of the purpose thereof, shall be mailed to each member at least 10 days prior to the meeting; provided, however, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association.
History.—s. 11, ch. 9300, 1923; CGL 6476; s. 11, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.12 - Directors; Election.

618.12 Directors; election.—
(1) The affairs of the association shall be managed by a board of not less than three directors, to be elected by the members or stockholders, with such qualifications as may be provided for in the articles of incorporation or the bylaws. The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be nominated according to such district, either directly or by district delegates elected by the members in that district. In such case the bylaws shall specify the number of directors to be nominated by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association. The bylaws may provide that primary elections shall be held in each district to nominate the directors apportioned to such districts and the result of all such primary elections may be ratified by the next regular meeting of the association or may be considered final as to the association. The bylaws may provide that one or more directors may be nominated by the Department of Agriculture and Consumer Services or by the other directors nominated by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations. Such directors shall not number more than one-third of the entire number of directors.
(2) An association may provide a fair remuneration for the time actually spent by its officers and directors in the service and for the service of the members of its executive committee. No director, during the term of her or his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or others, or differing from terms generally current in that district.
(3) The bylaws may provide for an executive committee to be elected by the board of directors from within or without the membership of the board and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.
(4) When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for the nomination of directors by districts. In such case the board of directors shall call a special meeting of the members or stockholders in the respective district to nominate a person qualified to fill the vacancy.
History.—s. 12, ch. 9300, 1923; CGL 6477; s. 12, ch. 14675, 1931; ss. 14, 35, ch. 69-106; s. 109, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.13 - Officers; Election.

618.13 Officers; election.—The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary, a treasurer, and such other officers as may be provided for in the bylaws, none of whom need be directors or members of the association. The office of secretary and treasurer may be combined into one office designated as secretary-treasurer, or both functions and titles may be united in one person. The treasurer may be a bank or any depository, and as such, shall not be considered as an officer, but as a function of the board of directors, and in such case the secretary shall perform the usual accounting duties of the treasurer excepting that the funds shall be deposited only as and where authorized by the board of directors.
History.—s. 13, ch. 9300, 1923; CGL 6478; s. 13, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.14 - Removal of Officers and Directors.

618.14 Removal of officers and directors.—
(1) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 10 percent of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association, and by a vote of a majority of the members, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses, and the person bringing the charges against him or her shall have the same opportunity.
(2) In case the bylaws provide for election of directors by districts with primary elections in each district then the petition for removal of a director must be signed by 20 percent of the members residing in the district from which he or she was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.
History.—s. 15, ch. 9300, 1923; CGL 6480; s. 15, ch. 14675, 1931; s. 110, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.16 - Referendum Upon Certain Motions.

618.16 Referendum upon certain motions.—Upon demand of one-third of the entire board of directors made immediately and so recorded at the same meeting at which the original motion was passed any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting; provided, however, that a special meeting may be called for the purpose.
History.—s. 16, ch. 9300, 1923; CGL 6481; s. 16, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.17 - Marketing Contracts.

618.17 Marketing contracts.—The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any agencies designated by the association. The contracts may provide that the association may sell or resell the products of its members with or without taking title thereto; and pay to its members the resale price, after deducting all necessary selling, overhead and other costs and expenses, including interest or dividends on stock, not exceeding 8 percent per annum, and reserves for retiring the stock, if any; and other proper reserves; and any other proper deductions.
History.—s. 17, ch. 9300, 1923; CGL 6482(1); s. 17, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.18 - Remedies for Breach of Marketing Contract.

618.18 Remedies for breach of marketing contract.—
(1) The bylaws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder of the association upon the breach by her or him of any provisions of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract by the association; and any such provisions shall be valid and enforceable in the courts of this state.
(2) In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
History.—s. 17, ch. 9300, 1923; CGL 6482(1); s. 18, ch. 14675, 1931; CGL 1936 Supp. 6482(1); s. 7, ch. 22858, 1945; s. 112, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.19 - Contracts and Agreements With Other Like Associations.

618.19 Contracts and agreements with other like associations.—Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts, and arrangements with any other cooperative corporation, association or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective businesses.
History.—s. 22, ch. 9300, 1923; CGL 6487; s. 22, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.20 - Purchase of Interest in Like Corporations.

618.20 Purchase of interest in like corporations.—
(1) An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other association or corporation, with or without capital stock, and engaged in planting, growing, producing, preserving, drying, processing, canning, packing, storing, warehousing, handling, shipping, utilizing, manufacturing, or selling of agricultural products, or byproducts thereof; or in performing business or educational services; or in the financing of any of the above enumerated activities.
(2) If such corporations are warehousing corporations, they may issue legal warehouse receipts to the associations against the commodities delivered by it, or to any other person and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed, or licensed and bonded under the laws of this or any other state or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control wholly or in part, by the association.
History.—s. 21, ch. 9300, 1923; CGL 6486; s. 21, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.21 - Corporations Not in Restraint of Trade.

618.21 Corporations not in restraint of trade.—No association as defined in this chapter while engaged in any of the activities specified in s. 618.20 shall be deemed to be a conspiracy, or a combination in unlawful restraint of trade, or an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily; nor shall the marketing contracts and agreements between the association and its members or any agreements authorized in this chapter, be considered illegal as such, or in unlawful restraint of trade, or part of a conspiracy or combination to accomplish an improper or illegal purpose.
History.—s. 24, ch. 9300, 1923; CGL 6489; s. 24, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.22 - Adoption of Provisions of This Chapter by Prior Corporations.

618.22 Adoption of provisions of this chapter by prior corporations.—Any corporation or association, organized under previously existing statutes, may, by a majority vote of its stockholders or members, be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by its directors to the effect that the corporation or association has, by a majority vote of its stockholders or members, decided to accept the benefits and be bound by the provisions of this chapter and has authorized all changes accordingly. Articles of incorporation shall be filed as required in s. 618.04, except that they shall be signed by the members of the then board of directors. The filing fee shall be the same as for filing an amendment to articles of incorporation.
History.—s. 23, ch. 9300, 1923; CGL 6488; s. 23, ch. 14675, 1931.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.221 - Conversion Into a Corporation for Profit.

618.221 Conversion into a corporation for profit.—Any association incorporated under or that has adopted the provisions of this chapter, may, by a majority vote of its stockholders or members be brought under part I of chapter 607, as a corporation for profit by surrendering all right to carry on its business under this chapter, and the privileges and immunities incident thereto. It shall make out in duplicate a statement signed and sworn to by its directors to the effect that the association has, by a majority vote of its stockholders or members, decided to surrender all rights, powers, and privileges as a nonprofit cooperative marketing association under this chapter and to do business under and be bound by part I of chapter 607, as a corporation for profit and has authorized all changes accordingly. Articles of incorporation shall be delivered to the Department of State for filing as required under part I of chapter 607, except that they shall be signed by the members of the then board of directors. The filing fees and taxes shall be as provided under part I of chapter 607. Such articles of incorporation shall adequately protect and preserve the relative rights of the stockholders or members of the association so converting into a corporation for profit; provided that no rights or obligations due any stockholder or member of such association or any other person, firm, or corporation which have not been waived or satisfied shall be impaired by such conversion into a corporation for profit as herein authorized.
History.—s. 2, ch. 29813, 1955; s. 8, ch. 79-9; s. 234, ch. 79-400; s. 50, ch. 2014-209; s. 75, ch. 2016-10.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 618 - Agricultural Cooperative Marketing Associations › 618.23 - Quo Warranto to Test Validity of Corporation.

618.23 Quo warranto to test validity of corporation.—The right of an association claiming to be organized and incorporated and carrying on its business under this chapter to do and to continue its business, may be inquired into by quo warranto at the suit of the Department of Legal Affairs, but not otherwise.
History.—s. 26, ch. 14675, 1931; CGL 1936 Supp. 6489(2); ss. 11, 35, ch. 69-106.