reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0824 - Quorum and Voting.

617.0824 Quorum and voting.—
(1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws. Directors younger than 18 years of age may not be counted toward a quorum.
(2) The articles of incorporation may authorize a quorum of a board of directors to consist of less than a majority but no fewer than one-third of the prescribed number of directors determined under the articles of incorporation or the bylaws.
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or the bylaws require the vote of a greater number of directors.
(4) A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
(a) The director objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or transacting specified affairs at the meeting; or
(b) The director votes against or abstains from the action taken.
History.—s. 50, ch. 90-179; s. 88, ch. 97-102; s. 30, ch. 2009-205.
2023 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.
2023 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.
2023 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.
2023 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; or
3. 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; and
2. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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
1
s. 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.
1
Note.—Repealed by s. 141, ch. 2019-90.
2023 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; or
2. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.