1

A bill to be entitled

2

An act relating to corporations not for profit; amending

3

s. 617.01201, F.S.; requiring a document that is

4

electronically transmitted to be in a format that may be

5

retrieved in typewritten or printed form; requiring that a

6

document be executed by a director of the domestic or

7

foreign corporation; authorizing the delivery of a

8

document by electronic transmission to the extent allowed

9

by the Department of State; amending s. 617.0122, F.S.;

10

requiring the department to collect a fee for filing an

11

agent's statement of resignation from an inactive

12

corporation; amending s. 617.0124, F.S.; authorizing a

13

domestic or foreign corporation to correct a document

14

filed by the department within 30 days under certain

15

circumstances; amending s. 617.01401, F.S.; defining the

16

terms "department," "distribution," "mutual benefit

17

corporation," "successor entity," and "voting power";

18

amending s. 617.0205, F.S.; requiring the incorporators to

19

hold an organizational meeting after incorporation if the

20

initial directors are not named in the articles of

21

incorporation; amending s. 617.0302, F.S.; authorizing a

22

corporation not for profit to make guaranties; amending s.

23

617.0503, F.S.; providing that an alien business

24

organization may withdraw its registered agent designation

25

by delivering an application for certificate of withdrawal

26

to the department; amending s. 617.0505, F.S.; prohibiting

27

a corporation not for profit from making distributions to

28

its members; providing an exception; deleting provisions

29

related to the issuance of certificates; amending s.

30

617.0601, F.S.; correcting a reference to the Solicitation

31

of Contributions Act; providing that certain stock

32

certificates constitute certificates of membership;

33

requiring that a resignation, expulsion, or termination of

34

membership be recorded in the membership book; creating s.

35

617.0605, F.S.; prohibiting a member of a corporation from

36

transferring a membership under certain circumstances;

37

creating s. 617.0606, F.S.; providing that the resignation

38

of a member does not relieve the member from obligations

39

incurred and commitments made prior to resignation;

40

creating s. 617.0607, F.S.; requiring that a member of a

41

corporation be terminated or suspended pursuant to a

42

procedure that is fair and reasonable; requiring that

43

written notice given and delivered by certified mail or

44

first-class mail; requiring that a proceeding challenging

45

an expulsion, suspension, or termination be commenced

46

within 1 year after the effective date of such expulsion,

47

suspension, or termination; providing that a member who

48

has been expelled or suspended may be liable to the

49

corporation for dues, assessments, or fees; creating s.

50

617.0608, F.S.; prohibiting a corporation from purchasing

51

any of its memberships; authorizing a mutual benefit

52

corporation to purchase the membership of a member who

53

resigns or whose membership is terminated; amending s.

54

617.0701, F.S.; authorizing the holders of at least 5

55

percent of the voting power of a corporation to call a

56

special meeting of the members under certain

57

circumstances; authorizing a person who signs a demand for

58

a special meeting to call a special meeting of the members

59

under certain circumstances; revising the timeframes

60

relating to written member consent to actions; clarifying

61

the types of corporations that are not subject to certain

62

requirements; amending s. 617.0721, F.S.; authorizing the

63

corporation to reject a proxy action if it has reasonable

64

doubt as the validity of an appointment; providing that

65

members and proxy holders who are not physically present

66

at a meeting may participate by means of remote

67

communication and are deemed to be present at the meeting

68

under certain circumstances; amending s. 617.0725, F.S.;

69

requiring an amendment to the articles of incorporation or

70

the bylaws which adds a greater or lesser quorum or voting

71

requirement to meet certain requirements; creating s.

72

617.07401, F.S.; prohibiting a person from commencing a

73

proceeding in the right of a domestic or foreign

74

corporation unless the person was a member of the

75

corporation or became a member through transfer by

76

operation of law; requiring that a complaint in a

77

proceeding brought in the right of a domestic or foreign

78

corporation be verified and allege the demand with

79

particularity; authorizing the court to dismiss a

80

derivative proceeding if the court finds that a

81

determination was made in good faith after a reasonable

82

investigation; prohibiting certain proceedings from being

83

discontinued or settled without the approval of the court;

84

authorizing the court to require a plaintiff to pay a

85

defendant's reasonable expenses upon termination of a

86

proceeding, including attorney's fees; amending s.

87

617.0801, F.S.; providing the duties of the board of

88

directors; amending s. 617.0806, F.S.; providing that

89

directors may be divided into classes; amending s.

90

617.0808, F.S.; providing that any member of the board of

91

directors may be removed from office with or without cause

92

by a certain vote; providing that a director who is

93

elected by a class, chapter, or other organizational unit

94

may be removed only by members of that class, chapter, or

95

organizational unit; providing that a director elected or

96

appointed by the board may be removed without cause by a

97

vote of two-thirds of the directors then in office;

98

providing that a director of a corporation described in s.

99

501(c) of the Internal Revenue Code may be removed from

100

office pursuant to procedures provided in the articles of

101

incorporation or the bylaws; amending s. 617.0809, F.S.;

102

providing that a vacancy on the board of directors for a

103

director elected by a class, chapter, unit, or group may

104

be filled only by members of that class, chapter, unit, or

105

group; providing that the term of a director elected or

106

appointed to fill a vacancy expires at the next annual

107

meeting at which directors are elected; amending s.

108

617.0832, F.S.; deleting a provision that authorizes

109

common or interested directors to be counted in

110

determining the presence of a quorum at a meeting that

111

ratifies a contract between a corporation and one of its

112

directors and any other corporation in which one of its

113

directors is financially interested; providing

114

circumstances under which a conflict-of-interest

115

transaction is authorized; amending s. 617.0833, F.S.;

116

providing an exception to the requirement that a loan may

117

not be made by a corporation to its directors; amending s.

118

617.0834, F.S.; providing that an officer or director of a

119

certain nonprofit organization or agricultural or

120

horticultural organization is immune from civil liability;

121

amending s. 617.1007, F.S.; providing that a restatement

122

of the articles of incorporation of a corporation may

123

include one or more amendments; amending s. 617.1101,

124

F.S.; providing requirements for a plan of merger;

125

creating s. 617.1102, F.S.; providing a limitation on the

126

merger of a corporation not for profit; creating s.

127

617.1301, F.S.; prohibiting a corporation from making

128

distributions to its members under certain circumstances;

129

creating s. 617.1302, F.S.; providing that a mutual

130

benefit corporation may purchase its memberships only

131

under certain circumstances; authorizing a corporation to

132

make distributions upon dissolution; amending s. 617.1405,

133

F.S.; providing that the name of a dissolved corporation

134

may be available for immediate assumption by another

135

corporation if the dissolved corporation provides the

136

department with an affidavit authorizing such use;

137

creating s. 617.1407, F.S.; authorizing a dissolved

138

corporation or successor entity to execute certain

139

procedures to resolve payment of unknown claims against

140

it; providing that certain claims against a dissolved

141

corporation are barred; providing that a claim may be

142

entered against a dissolved corporation under certain

143

circumstances; creating s. 617.1408, F.S.; authorizing a

144

dissolved corporation or successor entity to execute

145

certain procedures to dispose of known claims against it;

146

requiring that a dissolved corporation deliver written

147

notice of the dissolution to each of its known claimants;

148

providing a procedure under which a dissolved corporation

149

may reject a claim made against it; requiring that a

150

dissolved corporation give notice of the dissolution to

151

persons having known claims that are contingent,

152

conditional, or unmatured; requiring that a dissolved

153

corporation follow certain procedures in offering

154

compensation to a claimant if the claim matures; requiring

155

that a dissolved corporation petition the circuit court to

156

determine the amount and form of security that is

157

sufficient to provide compensation to certain claimants;

158

providing that the giving of notice or making of an offer

159

does not revive a claim that has been barred; providing

160

that directors of a dissolved corporation or governing

161

persons of a successor entity that has complied with

162

certain procedures are not personally liable to the

163

claimants of a dissolved corporation; providing that

164

certain members of a dissolved corporation are not liable

165

for any claim against the corporation; providing a limit

166

on the aggregate liability of any member of a dissolved

167

corporation; repealing s. 617.1421(6), F.S., relating to

168

the assumption and use of the name of a dissolved

169

corporation; amending s. 617.1422, F.S.; deleting certain

170

requirements for an application to reinstate a corporation

171

that has been dissolved; requiring that a corporation

172

submit a reinstatement form prescribed and furnished by

173

the department; providing that the name of a dissolved

174

corporation is not available for assumption or use by

175

another corporation until 1 year after the effective date

176

of dissolution; providing an exception; amending s.

177

617.1430, F.S.; revising the requirements for members to

178

dissolve a corporation in circuit court; amending s.

179

617.1503, F.S.; requiring a foreign corporation to deliver

180

a certificate of existence authenticated by the Secretary

181

of State; amending s. 617.1504, F.S.; requiring that a

182

foreign corporation make application to the department to

183

obtain an amended certificate of authority within 90 days

184

after the occurrence of a change; amending s. 617.1506,

185

F.S.; requiring that an alternate corporate name adopted

186

for use in this state be cross-referenced to the real

187

corporate name in the records of the Division of

188

Corporations; requiring that the corporate name of a

189

foreign corporation be distinguishable from the corporate

190

name of a corporation for profit incorporated or

191

authorized to transact business in this state; amending s.

192

617.1530, F.S.; requiring that the department receive an

193

authenticated certificate from the Secretary of State

194

before commencing a proceeding to revoke the certificate

195

of authority of a foreign corporation; amending s.

196

617.1601, F.S.; requiring that a corporation keep a copy

197

of its articles of incorporation; amending s. 617.1602,

198

F.S.; providing that a member of a corporation is entitled

199

to inspect and copy certain records of the corporation at

200

a reasonable location specified by the corporation;

201

requiring that a member give the corporation written

202

notice 10 days before the date on which he or she wishes

203

to inspect and copy records; amending s. 617.1605, F.S.;

204

revising the circumstances under which a corporation is

205

required to furnish a member with its latest annual

206

financial statement; creating s. 617.1703, F.S.; providing

207

for the applicability of certain provisions to

208

corporations regulated under the act; amending s.

209

617.1803, F.S.; providing for certain changes when a

210

foreign not-for-profit corporation becomes domesticated;

211

amending s. 617.1806, F.S.; revising the provisions for

212

conversion to a corporation not for profit; amending s.

213

617.1907, F.S.; providing that the repeal or amendment of

214

a statute does not affect certain operations and

215

proceedings; repealing s. 617.2103, F.S., relating to

216

exemptions for certain corporations; providing an

217

effective date.

218

219

Be It Enacted by the Legislature of the State of Florida:

220

221

     Section 1.  Subsections (4), (6), and (9) of section

222

617.01201, Florida Statutes, are amended to read:

223

     617.01201  Filing requirements.--

224

     (4)  The document must be typewritten or printed and must be

225

legible. If electronically transmitted, the document must be in a

226

format that may be retrieved or reproduced in typewritten or

227

printed form.

228

     (6)  The document must be executed:

229

     (a) By a director the chair or any vice chair of the board

230

of directors of a domestic or foreign corporation, or by its

231

president or by another of its officers;

232

     (b) If directors or officers have not been selected or the

233

corporation has not been formed, by an incorporator; or

234

     (c)  If the corporation is in the hands of a receiver,

235

trustee, or other court-appointed fiduciary, by the that

236

fiduciary.

237

     (9) The document must be delivered to the office of the

238

department of State for filing. Delivery may be made by

239

electronic transmission if and to the extent allowed by the

240

department. If the document is filed in typewritten or printed

241

form and not transmitted electronically, the department may

242

require that and may be accompanied by one exact or conformed

243

copy be delivered with the document, (except as provided in s.

244

617.1508. The document), and must be accompanied by the correct

245

filing fee and any other tax or penalty required by this act or

246

other law.

247

     Section 2.  Subsection (7) of section 617.0122, Florida

248

Statutes, is amended to read:

249

     617.0122  Fees for filing documents and issuing

250

certificates.--The Department of State shall collect the

251

following fees on documents delivered to the department for

252

filing:

253

     (7) Agent's statement of resignation from inactive

254

administratively dissolved corporation: $35.

255

256

Any citizen support organization that is required by rule of the

257

Department of Environmental Protection to be formed as a

258

nonprofit organization and is under contract with the department

259

is exempt from any fees required for incorporation as a nonprofit

260

organization, and the Secretary of State may not assess any such

261

fees if the citizen support organization is certified by the

262

Department of Environmental Protection to the Secretary of State

263

as being under contract with the Department of Environmental

264

Protection.

265

     Section 3.  Subsections (1) and (2) of section 617.0124,

266

Florida Statutes, are amended to read:

267

     617.0124  Correcting filed document.--

268

     (1)  A domestic or foreign corporation may correct a

269

document filed by the department of State within 30 10 business

270

days after filing if the document:

271

     (a) The document contains an incorrect statement; or

272

     (b) The document was defectively executed, attested,

273

sealed, verified, or acknowledged; or.

274

     (c) The electronic transmission of the document was

275

defective.

276

     (2)  A document is corrected:

277

     (a)  By preparing articles of correction that:

278

     1. Describe the document, (including its filing date) or

279

attach a copy of it to the articles;

280

     2.  Specify the incorrect statement and the reason it is

281

incorrect or the manner in which the execution was defective; and

282

     3.  Correct the incorrect statement or defective execution;

283

and

284

     (b)  By delivering the executed articles of correction to

285

the department of State for filing.

286

     Section 4.  Section 617.01401, Florida Statutes, is amended

287

to read:

288

     617.01401 Definitions.--As used in this chapter act, unless

289

the context otherwise requires, the term:

290

     (1)  "Articles of incorporation" includes original, amended,

291

and restated articles of incorporation, articles of

292

consolidation, and articles of merger, and all amendments

293

thereto, including documents designated by the laws of this state

294

as charters, and, in the case of a foreign corporation, documents

295

equivalent to articles of incorporation in the jurisdiction of

296

incorporation.

297

     (2)  "Board of directors" means the group of persons vested

298

with the management of the affairs of the corporation

299

irrespective of the name by which such group is designated,

300

including, but not limited to, managers or trustees.

301

     (3)  "Bylaws" means the code or codes of rules adopted for

302

the regulation or management of the affairs of the corporation

303

irrespective of the name or names by which such rules are

304

designated.

305

     (4)  "Corporation" or "domestic corporation" means a

306

corporation not for profit, subject to the provisions of this

307

chapter act, except a foreign corporation.

308

     (5)  "Corporation not for profit" means a corporation no

309

part of the income or profit of which is distributable to its

310

members, directors, or officers, except as otherwise provided

311

under this chapter.

312

     (6) "Department" means the Department of State.

313

     (7) "Distribution" means the payment of a dividend or any

314

part of the income or profit of a corporation to its members,

315

directors, or officers. A donation or transfer of corporate

316

assets or income to or from another not-for-profit corporation

317

qualified as tax-exempt under s. 501(c) of the Internal Revenue

318

Code or a governmental organization exempt from federal and state

319

income taxes, if such corporation or governmental organization is

320

a member of the corporation making such donation or transfer, is

321

not a distribution for purposes of this chapter.

322

     (8)(6) "Electronic transmission" means any form of

323

communication, not directly involving the physical transmission

324

or transfer of paper, which creates a record that may be

325

retained, retrieved, and reviewed by a recipient thereof and

326

which may be directly reproduced in a comprehensible and legible

327

paper form by such recipient through an automated process.

328

Examples of electronic transmission include, but are not limited

329

to, telegrams, facsimile transmissions of images, and text that

330

is sent via electronic mail between computers.

331

     (9)(7) "Foreign corporation" means a corporation not for

332

profit organized under laws other than the laws of this state.

333

     (10)(8) "Insolvent" means the inability of a corporation to

334

pay its debts as they become due in the usual course of its

335

affairs.

336

     (11)(9) "Mail" means the United States mail, facsimile

337

transmissions, and private mail carriers handling nationwide mail

338

services.

339

     (12)(10) "Member" means one having membership rights in a

340

corporation in accordance with the provisions of its articles of

341

incorporation or bylaws or the provisions of this chapter act.

342

     (13) "Mutual benefit corporation" means a domestic

343

corporation that is not organized primarily or exclusively for

344

religious purposes; is not recognized as exempt under s.

345

501(c)(3) of the Internal Revenue Code; and is not organized for

346

a public or charitable purpose that is required upon its

347

dissolution to distribute its assets to the United States, a

348

state, a local subdivision thereof, or a person that is

349

recognized as exempt under s. 501(c)(3) of the Internal Revenue

350

Code. The term does not include an association organized under

351

chapter 718, chapter 719, chapter 720, or chapter 721, or any

352

corporation where membership in the corporation is required

353

pursuant to a document recorded in county property records.

354

     (14)(11) "Person" includes individual and entity.

355

     (15) "Successor entity" means any trust, receivership, or

356

other legal entity that is governed by the laws of this state to

357

which the remaining assets and liabilities of a dissolved

358

corporation are transferred and that exists solely for the

359

purposes of prosecuting and defending suits by or against the

360

dissolved corporation and enabling the dissolved corporation to

361

settle and close the business of the dissolved corporation, to

362

dispose of and convey the property of the dissolved corporation,

363

to discharge the liabilities of the dissolved corporation, and to

364

distribute to the dissolved corporation's members any remaining

365

assets, but not for the purpose of continuing the business for

366

which the dissolved corporation was organized.

367

     (16) "Voting power" means the total number of votes

368

entitled to be cast for the election of directors at the time the

369

determination of voting power is made, excluding a vote that is

370

contingent upon the happening of a condition or event that has

371

not yet occurred. If the members of a class are entitled to vote

372

as a class to elect directors, the determination of the voting

373

power of the class is based on the percentage of the number of

374

directors the class is entitled to elect relative to the total

375

number of authorized directors. If the corporation's directors

376

are not elected by the members, voting power shall, unless

377

otherwise provided in the articles of incorporation or bylaws, be

378

on a one-member, one-vote basis.

379

     Section 5.  Subsection (1) of section 617.0205, Florida

380

Statutes, is amended to read:

381

     617.0205  Organizational meeting of directors.--

382

     (1)  After incorporation:

383

     (a)  If initial directors are named in the articles of

384

incorporation, the initial directors shall hold an organizational

385

meeting, at the call of a majority of the directors, to complete

386

the organization of the corporation by appointing officers,

387

adopting bylaws, and carrying on any other business brought

388

before the meeting;

389

     (b) If initial directors are not named in the articles of

390

incorporation, the incorporators shall hold an organizational

391

meeting at the call of a majority of the incorporators:

392

     1.  To elect directors and complete the organization of the

393

corporation; or

394

     2.  To elect a board of directors who shall complete the

395

organization of the corporation.

396

     Section 6.  Subsections (7) and (16) of section 617.0302,

397

Florida Statutes, are amended to read:

398

     617.0302  Corporate powers.--Every corporation not for

399

profit organized under this act, unless otherwise provided in its

400

articles of incorporation or bylaws, shall have power to:

401

     (7) Make contracts and guaranties, incur liabilities,

402

borrow money at such rates of interest as the corporation may

403

determine, issue its notes, bonds, and other obligations, and

404

secure any of its obligations by mortgage and pledge of all or

405

any of its property, franchises, or income.

406

     (16)  Merge with other corporations or other business

407

entities identified in s. 607.1108(1), both for profit and not

408

for profit, domestic and foreign, if the surviving corporation or

409

other surviving business entity is a corporation not for profit

410

or other business entity that has been organized as a not-for-

411

profit entity under a governing statute or other applicable law

412

that permits such a merger.

413

     Section 7.  Subsection (12) is added to section 617.0503,

414

Florida Statutes, to read:

415

     617.0503  Registered agent; duties; confidentiality of

416

investigation records.--

417

     (12) Any alien business organization may withdraw its

418

registered agent designation by delivering an application for

419

certificate of withdrawal to the department for filing. The

420

application shall set forth:

421

     (a) The name of the alien business organization and the

422

jurisdiction under the law of which it is incorporated or

423

organized; and

424

     (b) That it is no longer required to maintain a registered

425

agent in this state.

426

     Section 8.  Section 617.0505, Florida Statutes, is amended

427

to read:

428

     617.0505 Distributions; exceptions Payment of dividends and

429

distribution of income to members prohibited; issuance of

430

certificates of membership; effect of stock issued under prior

431

law.--

432

     (1) Except as authorized in s. 617.1302, A dividend may not

433

be paid, and any part of the income or profit of a corporation

434

may not make distributions be distributed, to its members,

435

directors, or officers.

436

     (1) A mutual benefit corporation, such as a private club

437

that is established for social, pleasure, or recreational

438

purposes and that is organized as a corporation of which the

439

equity interests are held by the members, may, subject to s.

440

617.1302, purchase the equity membership interest of any member,

441

and the payment for such interest is not a distribution for

442

purposes of this section.

443

     (2) A corporation may pay compensation in a reasonable

444

amount to its members, directors, or officers for services

445

rendered, may confer benefits upon its members in conformity with

446

its purposes, and, upon dissolution or final liquidation, may

447

make distributions to its members as permitted by this chapter

448

act.

449

     (3) If expressly permitted by its articles of

450

incorporation, a corporation may make distributions upon partial

451

liquidation to its members, as permitted by this section. Any

452

such payment, benefit, or distribution does not constitute a

453

dividend or a distribution of income or profit for purposes of

454

this section.

455

     (4) A Any corporation that which is a utility exempt from

456

regulation under s. 367.022(7), whose articles of incorporation

457

state that it is exempt from taxation under s. 501(c)(12) of the

458

Internal Revenue Code, may make such refunds to its members,

459

prior to a dissolution or liquidation, as its managing board

460

deems necessary to establish or preserve its tax-exempt status.

461

Any such refund does not constitute a dividend or a distribution

462

of income or profit for purposes of this section.

463

     (5) A corporation that is regulated by chapter 718, chapter

464

719, chapter 720, chapter 721, or chapter 723, or a corporation

465

where membership in such corporation is required pursuant to a

466

document recorded in the county property records, may make

467

refunds to its members, giving credits to its members, disbursing

468

insurance proceeds to its members, or disbursing or paying

469

settlements to its members without violating this section.

470

     (2) Subject to subsection (1), a corporation may issue

471

certificates in any form evidencing membership in the

472

corporation.

473

     (3) Stock certificates issued under former s. 617.011(2),

474

Florida Statutes (1989), constitute membership certificates for

475

purposes of this act.

476

     Section 9.  Subsections (1), (2), and (5) of section

477

617.0601, Florida Statutes, are amended to read:

478

     617.0601  Members, generally.--

479

     (1)(a)  A corporation may have one or more classes of

480

members or may have no members.  If the corporation has one or

481

more classes of members, the designation of such class or

482

classes, the qualifications and rights of the members of each

483

class, any quorum and voting requirements for meetings and

484

activities of the members, and notice requirements sufficient to

485

provide notice of meetings and activities of the members must be

486

set forth in the articles of incorporation or in the bylaws.

487

     (b)  The articles of incorporation or bylaws of any

488

corporation not for profit that maintains chapters or affiliates

489

may grant representatives of such chapters or affiliates the

490

right to vote in conjunction with the board of directors of the

491

corporation notwithstanding applicable quorum or voting

492

requirements of this chapter act if the corporation is registered

493

with the department of State pursuant to ss. 496.401-496.424 ss.

494

496.001-496.011, the Solicitation of Contributions Funds Act.

495

     (c)  This subsection does not apply to any condominium

496

association organized under chapter 718.

497

     (2)  A corporation may issue certificates of membership.

498

Stock certificates issued under former s. 617.011(2), Florida

499

Statutes (1989), constitute certificates of membership for

500

purposes of this section.

501

     (5) Membership in the corporation may be terminated in the

502

manner provided by law, by the articles of incorporation, or by

503

the bylaws, and A resignation, expulsion, or termination of

504

membership pursuant to s. 617.0606 or s. 617.0607 shall be

505

recorded in the membership book.  Unless otherwise provided in

506

the articles of incorporation or the bylaws, all the rights and

507

privileges of a member cease on termination of membership.

508

     Section 10.  Section 617.0605, Florida Statutes, is created

509

to read:

510

     617.0605 Transfer of membership interests.--

511

     (1) A member of a corporation may not transfer a membership

512

or any right arising from membership except as otherwise allowed

513

in this section.

514

     (2) Except as set forth in the articles of incorporation or

515

bylaws of a mutual benefit corporation, a member of a mutual

516

benefit corporation may not transfer a membership or any right

517

arising from membership.

518

     (3) If transfer rights have been provided for one or more

519

members of a mutual benefit corporation, a restriction on such

520

rights is not binding with respect to a member holding a

521

membership issued before the adoption of the restriction unless

522

the restriction is approved by the members and the affected

523

member.

524

     Section 11.  Section 617.0606, Florida Statutes, is created

525

to read:

526

     617.0606 Resignation of members.--

527

     (1) Except as may be provided in the articles of

528

incorporation or bylaws of a corporation, a member of a mutual

529

benefit corporation may not transfer a membership or any right

530

arising from membership.

531

     (2) The resignation of a member does not relieve the member

532

from any obligations that the member may have to the corporation

533

as a result of obligations incurred or commitments made before

534

resignation.

535

     Section 12.  Section 617.0607, Florida Statutes, is created

536

to read:

537

     617.0607 Termination, expulsion, and suspension.--

538

     (1) A member of a corporation may not be expelled or

539

suspended, and a membership in the corporation may not be

540

terminated or suspended, except pursuant to a procedure that is

541

fair and reasonable and is carried out in good faith.

542

     (2) Any written notice given by mail must be delivered by

543

certified mail or first-class mail to the last address of the

544

member shown on the records of the corporation.

545

     (3) Any proceeding challenging an expulsion, suspension, or

546

termination, including a proceeding in which the defective notice

547

is alleged, must be commenced within 1 year after the effective

548

date of the expulsion, suspension, or termination.

549

     (4) A member who has been expelled or suspended may be

550

liable to the corporation for dues, assessments, or fees as a

551

result of obligations incurred or commitments made before

552

expulsion or suspension.

553

     Section 13.  Section 617.0608, Florida Statutes, is created

554

to read:

555

     617.0608 Purchase of memberships.--

556

     (1) A corporation may not purchase any of its memberships

557

or any right arising from membership except as provided in s.

558

617.0505 or subsection (2).

559

     (2) Subject to s. 617.1302, a mutual benefit corporation

560

may purchase the membership of a member who resigns, or whose

561

membership is terminated, for the amount and pursuant to the

562

conditions set forth in its articles of incorporation or bylaws.

563

     Section 14.  Subsections (3), (4), and (6) of section

564

617.0701, Florida Statutes, are amended to read:

565

     617.0701  Meetings of members, generally; failure to hold

566

annual meeting; special meeting; consent to corporate actions

567

without meetings; waiver of notice of meetings.--

568

     (3) Except as provided in the articles of incorporation or

569

bylaws, special meetings of the members may be called by:

570

     (a) The president;,

571

     (b) The chair of the board of directors;,

572

     (c) The board of directors;, or such

573

     (d) Other officers or persons as are provided for in the

574

articles of incorporation or the bylaws;.

575

     (e) The holders of at least 5 percent of the voting power

576

of a corporation when one or more written demands for the

577

meeting, which describe the purpose for which the meeting is to

578

be held, are signed, dated, and delivered to a corporate officer;

579

or

580

     (f) A person who signs a demand for a special meeting

581

pursuant to paragraph (e) if notice for a special meeting is not

582

given within 30 days after receipt of the demand. The person

583

signing the demand may set the time and place of the meeting and

584

give notice under this subsection.

585

     (4)(a) Unless otherwise provided in the articles of

586

incorporation, action required or permitted by this chapter act

587

to be taken at an annual or special meeting of members may be

588

taken without a meeting, without prior notice, and without a vote

589

if the action is taken by the members entitled to vote on such

590

action and having not less than the minimum number of votes

591

necessary to authorize such action at a meeting at which all

592

members entitled to vote on such action were present and voted.

593

     (a) In order To be effective, the action must be evidenced

594

by one or more written consents describing the action taken,

595

dated and signed by approving members having the requisite number

596

of votes and entitled to vote on such action, and delivered to

597

the corporation by delivery to its principal office in this

598

state, its principal place of business, the corporate secretary,

599

or another officer or agent of the corporation having custody of

600

the book in which proceedings of meetings of members are

601

recorded. Written consent shall not be effective to take the

602

corporate action referred to in the consent is not effective

603

unless the consent is signed by members having the requisite

604

number of votes necessary to authorize the action within 90 60

605

days after of the date of the earliest dated consent and is

606

delivered in the manner required by this section.

607

     (b)  Any written consent may be revoked prior to the date

608

that the corporation receives the required number of consents to

609

authorize the proposed action. A revocation is not effective

610

unless in writing and until received by the corporation at its

611

principal office in this state or its principal place of

612

business, or received by the corporate secretary or other officer

613

or agent of the corporation having custody of the book in which

614

proceedings of meetings of members are recorded.

615

     (c) Within 30 10 days after obtaining such authorization by

616

written consent, notice must be given to those members who are

617

entitled to vote on the action but who have not consented in

618

writing.  The notice must fairly summarize the material features

619

of the authorized action.

620

     (d)  A consent signed under this section has the effect of a

621

meeting vote and may be described as such in any document.

622

     (e)  If the action to which the members consent is such as

623

would have required the filing of articles or a certificate under

624

any other section of this chapter act if such action had been

625

voted on by members at a meeting thereof, the articles or

626

certificate filed under such other section must state that

627

written consent has been given in accordance with the provisions

628

of this section.

629

     (f)  Whenever action is taken pursuant to this section, the

630

written consent of the members consenting to such action or the

631

written reports of inspectors appointed to tabulate such consents

632

must be filed with the minutes of member proceedings of members.

633

     (6)  Subsections (1) and (3) do not apply to any corporation

634

that is an association as defined in s. 720.301, or a corporation

635

regulated by chapter 718, chapter 719, chapter 720, chapter 721,

636

or chapter 723, or a corporation where membership in such

637

corporation is required pursuant to a document recorded in the

638

county property records.

639

     Section 15.  Section 617.0721, Florida Statutes, is amended

640

to read:

641

     617.0721  Voting by members.--

642

     (1)  Members are not entitled to vote except as conferred by

643

the articles of incorporation or the bylaws.

644

     (2)  A member who is entitled to vote may vote in person or,

645

unless the articles of incorporation or the bylaws otherwise

646

provide, may vote by proxy executed in writing by the member or

647

by his or her duly authorized attorney in fact. An appointment of

648

a proxy is not valid after 11 months following the date of its

649

execution unless otherwise provided in the proxy.

650

     (a) If directors or officers are to be elected by members,

651

the bylaws may provide that such elections may be conducted by

652

mail.

653

     (b) A corporation may reject a vote, consent, waiver, or

654

proxy appointment if the secretary or other officer or agent

655

authorized to tabulate votes, acting in good faith, has a

656

reasonable basis for doubting the validity of the signature on it

657

or the signatory's authority to sign for the member.

658

     (3) If authorized by the board of directors, and subject to

659

such guidelines and procedures as the board of directors may

660

adopt, members and proxy holders who are not physically present

661

at a meeting may, by means of remote communication:

662

     (a) Participate in the meeting.

663

     (b) Be deemed to be present in person and vote at the

664

meeting if:

665

     1. The corporation implements reasonable means to verify

666

that each person deemed present and authorized to vote by means

667

of remote communication is a member or proxy holder; and

668

     2. The corporation implements reasonable measures to

669

provide such members or proxy holders with a reasonable

670

opportunity to participate in the meeting and to vote on matters

671

submitted to the members, including an opportunity to communicate

672

and to read or hear the proceedings of the meeting substantially

673

concurrent with the proceedings.

674

675

If any member or proxy holder votes or takes other action by

676

means of remote communication, a record of that member's

677

participation in the meeting must be maintained by the

678

corporation in accordance with s. 617.1601.

679

     (4)(3) If any corporation, whether for profit or not for

680

profit, is a member of a corporation organized under this chapter

681

act, the chair of the board, president, any vice president, the

682

secretary, or the treasurer of the member corporation, and any

683

such officer or cashier or trust officer of a banking or trust

684

corporation holding such membership, and any like officer of a

685

foreign corporation whether for profit or not for profit, holding

686

membership in a domestic corporation, shall be deemed by the

687

corporation in which membership is held to have the authority to

688

vote on behalf of the member corporation and to execute proxies

689

and written waivers and consents in relation thereto, unless,

690

before a vote is taken or a waiver or consent is acted upon, it

691

appears pursuant to is made to appear by a certified copy of the

692

bylaws or resolution of the board of directors or executive

693

committee of the member corporation that such authority does not

694

exist or is vested in some other officer or person. In the

695

absence of such certification, a person executing any such

696

proxies, waivers, or consents or presenting himself or herself at

697

a meeting as one of such officers of a corporate member shall be,

698

for the purposes of this section, conclusively deemed to be duly

699

elected, qualified, and acting as such officer and to be fully

700

authorized. In the case of conflicting representation, the

701

corporate member shall be deemed to be represented by its senior

702

officer, in the order first stated in this subsection.

703

     (5)(4) The articles of incorporation or the bylaws may

704

provide that, in all elections for directors, every member

705

entitled to vote has the right to cumulate his or her votes and

706

to give one candidate a number of votes equal to the number of

707

votes he or she could give if one director were being elected

708

multiplied by the number of directors to be elected or to

709

distribute such votes on the same principles among any number of

710

such candidates. A corporation may not have cumulative voting

711

unless such voting is expressly authorized in the articles of

712

incorporation.

713

     (6)(5) If a corporation has no members or its members do

714

not have the right to vote, the directors shall have the sole

715

voting power.

716

     (7)(6) Subsections (1), (2), (5) (4), and (6) (5) do not

717

apply to a corporation that is an association as defined in s.

718

720.301.

719

     Section 16.  Section 617.0725, Florida Statutes, is amended

720

to read:

721

     617.0725  Quorum.--An amendment to the articles of

722

incorporation or the bylaws which adds, that changes, or deletes

723

a greater or lesser quorum or voting requirement must meet the

724

same quorum or voting requirement and be adopted by the same vote

725

and voting groups required to take action under the quorum and

726

voting requirements then in effect or proposed to be adopted,

727

whichever is greater prescribed in the provision being amended.

728

     Section 17.  Section 617.07401, Florida Statutes, is created

729

to read:

730

     617.07401 Members' derivative actions.--

731

     (1) A person may not commence a proceeding in the right of

732

a domestic or foreign corporation unless the person was a member

733

of the corporation when the transaction complained of occurred or

734

unless the person became a member through transfer by operation

735

of law from one who was a member at that time.

736

     (2) A complaint in a proceeding brought in the right of a

737

domestic or foreign corporation must be verified and allege with

738

particularity the demand made to obtain action by the board of

739

directors and that the demand was refused or ignored by the board

740

of directors for at least 90 days after the date of the first

741

demand unless, before the expiration of the 90 days, the person

742

was notified in writing that the corporation rejected the demand,

743

or unless irreparable injury to the corporation would result by

744

waiting for the expiration of the 90-day period. If the

745

corporation commences an investigation of the charges made in the

746

demand or complaint, the court may stay any proceeding until the

747

investigation is completed.

748

     (3) The court may dismiss a derivative proceeding if, on

749

motion by the corporation, the court finds that one of the groups

750

specified in paragraphs (a)-(c) has made a good faith

751

determination after conducting a reasonable investigation upon

752

which its conclusions are based that the maintenance of the

753

derivative suit is not in the best interests of the corporation.

754

The corporation has the burden of proving the independence and

755

good faith of the group making the determination and the

756

reasonableness of the investigation. The determination shall be

757

made by:

758

     (a) A majority vote of independent directors present at a

759

meeting of the board of directors, if the independent directors

760

constitute a quorum;

761

     (b) A majority vote of a committee consisting of two or

762

more independent directors appointed by a majority vote of

763

independent directors present at a meeting of the board of

764

directors, whether or not such independent directors constitute a

765

quorum; or

766

     (c) A panel of one or more independent persons appointed by

767

the court upon motion by the corporation.

768

     (4) A proceeding commenced under this section may not be

769

discontinued or settled without the approval of the court. If the

770

court determines that a proposed discontinuance or settlement

771

substantially affects the interest of the members of the

772

corporation, or a class, series, or voting group of members, the

773

court shall direct that notice be given to the members affected.

774

The court may determine which party or parties to the proceeding

775

shall bear the expense of giving the notice.

776

     (5) Upon termination of the proceeding, the court may

777

require the plaintiff to pay any defendant's reasonable expenses,

778

including reasonable attorney's fees, incurred in defending the

779

proceeding if it finds that the proceeding was commenced without

780

reasonable cause.

781

     (6) The court may award reasonable expenses for maintaining

782

the proceeding, including reasonable attorney's fees, to a

783

successful plaintiff or to the person commencing the proceeding

784

who receives any relief, whether by judgment, compromise, or

785

settlement, and may require that the person account for the

786

remainder of any proceeds to the corporation; however, this

787

subsection does not apply to any relief rendered for the benefit

788

of injured members only and limited to a recovery of the loss or

789

damage of the injured members.

790

     Section 18.  Section 617.0801, Florida Statutes, is amended

791

to read:

792

     617.0801 Requirement for and Duties of board of

793

directors.--All corporate powers must be exercised by or under

794

the authority of, and the affairs of the corporation managed

795

under the direction of, its board of directors, subject to any

796

limitation set forth in the articles of incorporation.

797

     Section 19.  Section 617.0806, Florida Statutes, is amended

798

to read:

799

     617.0806 Staggered terms for directors.--The articles of

800

incorporation or bylaws may provide that directors may be divided

801

into classes and the terms of office of the several classes need

802

not be uniform. Each director shall hold office for the term to

803

which he or she is elected or appointed and until his or her

804

successor has been elected or appointed and qualified or until

805

his or her earlier resignation, removal from office, or death.

806

     Section 20.  Section 617.0808, Florida Statutes, is amended

807

to read:

808

     617.0808  Removal of directors.--

809

     (1) Subject to subsection (2), a director may be removed

810

from office pursuant to procedures provided in the articles of

811

incorporation or the bylaws, which shall provide the following,

812

and if they do not do so, shall be deemed to include the

813

following:

814

     (a)(1) Any member of the board of directors may be removed

815

from office with or without cause by:

816

     1. A majority of all votes of the directors, if the

817

director was elected or appointed by the directors; or

818

     2. A majority of all votes of the members, if the director

819

was elected or appointed by the members.

820

     (b) If a director is elected by a class, chapter, or other

821

organizational unit, or by region or other geographic grouping,

822

the director may be removed only by the members of that class,

823

chapter, unit, or grouping. However:

824

     1. A director may be removed only if the number of votes

825

cast to remove the director would be sufficient to elect the

826

director at a meeting to elect directors, except as provided in

827

subparagraphs 2. and 3.

828

     2. If cumulative voting is authorized, a director may not

829

be removed if the number of votes sufficient to elect the

830

director under cumulative voting is voted against the removal of

831

the director.

832

     3. If at the beginning of the term of a director the

833

articles of incorporation or bylaws provide that the director may

834

be removed for missing a specified number of board meetings, the

835

board may remove the director for failing to attend the specified

836

number of meetings. The director may be removed only if a

837

majority of the directors then in office vote for the removal the

838

vote or agreement in writing by a majority of all votes of the

839

membership.

840

     (c)(2) The notice of a meeting of the members to recall a

841

member or members of the board of directors shall state the

842

specific directors sought to be removed.

843

     (d)(3) A proposed removal of a director at a meeting shall

844

require a separate vote for each director whose removal is board

845

member sought to be removed. Where removal is sought by written

846

consent agreement, a separate consent agreement is required for

847

each director board member to be removed.

848

     (e)(4) If removal is effected at a meeting, any vacancies

849

created thereby shall be filled by the members or directors

850

eligible to vote for the removal at the same meeting.

851

     (f)(5) Any director who is removed from the board is shall

852

not be eligible to stand for reelection until the next annual

853

meeting at which directors are elected of the members.

854

     (g)(6) Any director removed from office shall turn over to

855

the board of directors within 72 hours any and all records of the

856

corporation in his or her possession.

857

     (h)(7) If a director who is removed does shall not

858

relinquish his or her office or turn over records as required

859

under this section, the circuit court in the county where the

860

corporation's principal office is located may summarily order the

861

director to relinquish his or her office and turn over corporate

862

records upon application of any member.

863

     (i) A director elected or appointed by the board may be

864

removed without cause by a vote of two-thirds of the directors

865

then in office or such greater number as is set forth in the

866

articles of incorporation or bylaws.

867

     (2) A director of a corporation described in s. 501(c) of

868

the Internal Revenue Code may be removed from office pursuant to

869

procedures provided in the articles of incorporation or the

870

bylaws, and the corporation may provide in the articles of

871

incorporation or the bylaws that it is subject to the provisions

872

of subsection (1).

873

     Section 21.  Section 617.0809, Florida Statutes, is amended

874

to read:

875

     617.0809 Board vacancy on board.--

876

     (1) Except as provided in s. 617.0808(1)(f), any vacancy

877

occurring on the board of directors may be filled by the

878

affirmative vote of the majority of the remaining directors, even

879

though the remaining directors constitute less than a quorum, or

880

by the sole remaining director, as the case may be, or, if the

881

vacancy is not so filled or if no director remains, by the

882

members or, on the application of any person, by the circuit

883

court of the county where the registered office of the

884

corporation is located.

885

     (2) Whenever a vacancy occurs with respect to a director

886

elected by a class, chapter, unit, or group, the vacancy may be

887

filled only by members of that class, chapter, unit, or group, or

888

by a majority of the directors then in office elected by such

889

class, chapter, unit, or group.

890

     (3)(2) The term of a director elected or appointed to fill

891

a vacancy expires at the next annual meeting at which directors

892

are elected shall be elected or appointed for the unexpired term

893

of his or her predecessor in office. Any directorship to be

894

filled by reason of an increase in the number of directors may be

895

filled by the board of directors, but only for a term of office

896

continuing until the next election of directors by the members

897

or, if the corporation has no members or no members having the

898

right to vote thereon, for such term of office as is provided in

899

the articles of incorporation or the bylaws.

900

     (4)(3) A vacancy that will occur at a specific later date,

901

by reason of a resignation effective at a later date under s.

902

617.0807 or otherwise, may be filled before the vacancy occurs.

903

However, the new director may not take office until the vacancy

904

occurs.

905

     Section 22.  Subsection (2) of section 617.0832, Florida

906

Statutes, is amended, and subsection (3) is added to that

907

section, to read:

908

     617.0832  Director conflicts of interest.--

909

     (2) For purposes of paragraph (1)(a) only, a conflict-of-

910

interest transaction is authorized, approved, or ratified if it

911

receives the affirmative vote of a majority of the directors on

912

the board of directors, or on the committee, who have no

913

relationship or interest in the transaction described in

914

subsection (1), but a transaction may not be authorized,

915

approved, or ratified under this section by a single director. If

916

a majority of the directors who have no relationship or interest

917

in the transaction vote to authorize, approve, or ratify the

918

transaction, a quorum is present for the purpose of taking action

919

under this section. The presence of, or a vote cast by, a

920

director having a relationship or interest in the transaction

921

does not affect the validity of any action taken under paragraph

922

(1)(a) if the transaction is otherwise authorized, approved, or

923

ratified as provided in subsection (1), but such presence or vote

924

of such a director may be counted for purposes of determining

925

whether the transaction is approved under other sections of this

926

chapter.

927

     (3) For purposes of paragraph (1)(b), a conflict-of-

928

interest transaction is authorized, approved, or ratified if it

929

receives the vote of a majority in interest of the members

930

entitled to vote under this subsection. A director who has a

931

relationship or interest in the transaction described in

932

subsection (1) may not vote to determine whether to authorize,

933

approve, or ratify a conflict-of-interest transaction under

934

paragraph (1)(b). However, the vote of that director is counted

935

in determining whether the transaction is approved under other

936

sections of this chapter. A majority in interest of the members

937

entitled to vote on the transaction under this subsection

938

constitutes a quorum for the purpose of taking action under this

939

section. Common or interested directors may be counted in

940

determining the presence of a quorum at a meeting of the board of

941

directors or a committee thereof which authorizes, approves, or

942

ratifies such contract or transaction.

943

     Section 23.  Section 617.0833, Florida Statutes, is amended

944

to read:

945

     617.0833  Loans to directors or officers.--Loans, other than

946

through the purchase of bonds, debentures, or similar obligations

947

of the type customarily sold in public offerings, or through

948

ordinary deposit of funds in a bank, may not be made by a

949

corporation to its directors or officers, or to any other

950

corporation, firm, association, or other entity in which one or

951

more of its directors or officers is a director or officer or

952

holds a substantial financial interest, except a loan by one

953

corporation which is exempt from federal income taxation under s.

954

501(c)(3) of the Internal Revenue Code of 1986, as amended, to

955

another corporation which is exempt from federal income taxation

956

under s. 501(c)(3) of the Internal Revenue Code of 1986, as

957

amended. A loan made in violation of this section is a violation

958

of the duty to the corporation of the directors or officers

959

authorizing it or participating in it, but the obligation of the

960

borrower with respect to the loan is shall not be affected

961

thereby.

962

     Section 24.  Subsection (1) of section 617.0834, Florida

963

Statutes, is amended to read:

964

     617.0834  Officers and directors of certain corporations and

965

associations not for profit; immunity from civil liability.--

966

     (1)  An officer or director of a nonprofit organization

967

recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of

968

the Internal Revenue Code of 1986, as amended, or of an

969

agricultural or a horticultural organization recognized under s.

970

501(c)(5), of the Internal Revenue Code of 1986, as amended, is

971

not personally liable for monetary damages to any person for any

972

statement, vote, decision, or failure to take an action,

973

regarding organizational management or policy by an officer or

974

director, unless:

975

     (a)  The officer or director breached or failed to perform

976

his or her duties as an officer or director; and

977

     (b)  The officer's or director's breach of, or failure to

978

perform, his or her duties constitutes:

979

     1.  A violation of the criminal law, unless the officer or

980

director had reasonable cause to believe his or her conduct was

981

lawful or had no reasonable cause to believe his or her conduct

982

was unlawful.  A judgment or other final adjudication against an

983

officer or director in any criminal proceeding for violation of

984

the criminal law estops that officer or director from contesting

985

the fact that his or her breach, or failure to perform,

986

constitutes a violation of the criminal law, but does not estop

987

the officer or director from establishing that he or she had

988

reasonable cause to believe that his or her conduct was lawful or

989

had no reasonable cause to believe that his or her conduct was

990

unlawful;

991

     2.  A transaction from which the officer or director derived

992

an improper personal benefit, either directly or indirectly; or

993

     3. Recklessness or an act or omission that which was

994

committed in bad faith or with malicious purpose or in a manner

995

exhibiting wanton and willful disregard of human rights, safety,

996

or property.

997

     Section 25.  Subsections (2) and (3) of section 617.1007,

998

Florida Statutes, are amended to read:

999

     617.1007  Restated articles of incorporation.--

1000

     (2)  The restatement may include one or more amendments to

1001

the articles of incorporation. If the restatement includes an

1002

amendment requiring member approval, it must be adopted as

1003

provided in s. 617.1002.

1004

     (3)  A corporation restating its articles of incorporation

1005

shall deliver to the department of State for filing articles of

1006

restatement, executed in accordance with the provisions of s.

1007

617.01201, setting forth the name of the corporation and the text

1008

of the restated articles of incorporation together with a

1009

certificate setting forth:

1010

     (a)  Whether the restatement contains an amendment to the

1011

articles of incorporation requiring member approval and, if it

1012

does not, that the board of directors adopted the restatement; or

1013

     (b)  If the restatement contains an amendment to the

1014

articles of incorporation requiring member approval, the

1015

information required by s. 617.1006.

1016

     Section 26.  Subsection (2) of section 617.1101, Florida

1017

Statutes, is amended, and subsection (3) is added to that

1018

section, to read:

1019

     617.1101  Plan of merger.--

1020

     (2)  Each corporation must adopt a plan of merger setting

1021

forth:

1022

     (a)  The names of the corporations proposing to merge and

1023

the name of the surviving corporation into which each other

1024

corporation plans to merge, which is hereinafter designated as

1025

the surviving corporation;

1026

     (b)  The terms and conditions of the proposed merger;

1027

     (c)  A statement of any changes in the articles of

1028

incorporation of the surviving corporation to be effected by such

1029

merger; and

1030

     (d) The manner and basis, if any, of converting the

1031

memberships of each merging corporation into memberships,

1032

obligations, or securities of the surviving corporation or any

1033

other corporation or, in whole or in part, into cash or other

1034

property. Such other provisions with respect to the proposed

1035

merger as are deemed necessary or desirable.

1036

     (3) The plan of merger may set forth:

1037

     (a) Amendments to, or a restatement of, the articles of

1038

incorporation of the surviving corporation;

1039

     (b) The effective date of the merger, which may be on or

1040

after the date of filing the articles of incorporation or merger;

1041

or

1042

     (c) Other provisions relating to the merger.

1043

     Section 27.  Section 617.1102, Florida Statutes, is created

1044

to read:

1045

     617.1102 Limitation on merger.--A corporation not for

1046

profit organized under this chapter may merge with one or more

1047

other business entities, as identified in s. 607.1108(1), only if

1048

the surviving entity of such merger is a corporation not for

1049

profit or other business entity that has been organized as a not-

1050

for-profit entity under a governing statute or other applicable

1051

law that allows such a merger.

1052

     Section 28.  Section 617.1301, Florida Statutes, is created

1053

to read:

1054

     617.1301 Prohibited distributions.--Except as authorized in

1055

ss. 617.0505 and 617.1302, a corporation may not make any

1056

distributions to its members.

1057

     Section 29.  Section 617.1302, Florida Statutes, is created

1058

to read:

1059

     617.1302 Authorized distributions.--

1060

     (1) A mutual benefit corporation may purchase its

1061

memberships pursuant to s. 617.0608 only if, after the purchase

1062

is completed:

1063

     (a) The mutual benefit corporation is able to pay its debts

1064

as they become due in the usual course of its activities; and

1065

     (b) The total assets of the mutual benefit corporation at

1066

least equal the sum of its total liabilities.

1067

     (2) A corporation may make distributions upon dissolution

1068

in conformity with the dissolution provisions of this chapter.

1069

     Section 30.  Subsection (4) of section 617.1405, Florida

1070

Statutes, is amended to read:

1071

     617.1405  Effect of dissolution.--

1072

     (4) The name of a dissolved corporation is shall not be

1073

available for assumption or use by another corporation until

1074

after 120 days after the effective date of dissolution unless the

1075

dissolved corporation provides the department with an affidavit,

1076

executed pursuant to s. 617.01201, authorizing the immediate

1077

assumption or use of the name by another corporation.

1078

     Section 31.  Section 617.1407, Florida Statutes, is created

1079

to read:

1080

     617.1407 Unknown claims against dissolved corporation.--

1081

     (1) A dissolved corporation or successor entity may execute

1082

one of the following procedures to resolve payment of unknown

1083

claims:

1084

     (a) A dissolved corporation or successor entity may file

1085

notice of its dissolution with the department on the form

1086

prescribed by the department and request that persons having

1087

claims against the corporation which are not known to the

1088

corporation or successor entity present them in accordance with

1089

the notice. The notice must:

1090

     1. State the name of the corporation and the date of

1091

dissolution;

1092

     2. Describe the information that must be included in a

1093

claim and provide a mailing address to which the claim may be

1094

sent; and

1095

     3. State that a claim against the corporation under this

1096

subsection is barred unless a proceeding to enforce the claim is

1097

commenced within 4 years after the filing of the notice.

1098

     (b) A dissolved corporation or successor entity may, within

1099

10 days after filing articles of dissolution with the department,

1100

publish a "Notice of Corporate Dissolution." The notice must

1101

appear once a week for 2 consecutive weeks in a newspaper of

1102

general circulation in the county in the state in which the

1103

corporation has its principal office, if any, or, if none, in a

1104

county in the state in which the corporation owns real or

1105

personal property. Such newspaper shall meet the requirements as

1106

are prescribed by law for such purposes. The notice must:

1107

     1. State the name of the corporation and the date of

1108

dissolution;

1109

     2. Describe the information that must be included in a

1110

claim and provide a mailing address to which the claim may be

1111

sent; and

1112

     3. State that a claim against the corporation under this

1113

subsection is barred unless a proceeding to enforce the claim is

1114

commenced within 4 years after the date of the second consecutive

1115

weekly publication of the notice.

1116

     (2) If the dissolved corporation or successor entity

1117

complies with paragraph (1)(a) or paragraph (1)(b), the claim of

1118

each of the following claimants is barred unless the claimant

1119

commences a proceeding to enforce the claim against the dissolved

1120

corporation within 4 years after the date of filing the notice

1121

with the department or the date of the second consecutive weekly

1122

publication, as applicable:

1123

     (a) A claimant who did not receive written notice under s.

1124

617.1408(9), or whose claim is not provided for under s.

1125

617.1408(10), regardless of whether such claim is based on an

1126

event occurring before or after the effective date of

1127

dissolution.

1128

     (b) A claimant whose claim was timely sent to the dissolved

1129

corporation but on which no action was taken.

1130

     (3) A claim may be entered under this section:

1131

     (a) Against the dissolved corporation, to the extent of its

1132

undistributed assets; or

1133

     (b) If the assets have been distributed in liquidation,

1134

against a member of the dissolved corporation to the extent of

1135

such member's pro rata share of the claim or the corporate assets

1136

distributed to such member in liquidation, whichever is less;

1137

however, the aggregate liability of any member of a dissolved

1138

corporation may not exceed the amount distributed to the member

1139

in dissolution.

1140

     Section 32.  Section 617.1408, Florida Statutes, is created

1141

to read:

1142

     617.1408 Known claims against dissolved corporation.--

1143

     (1) A dissolved corporation or successor entity may dispose

1144

of the known claims against it by following the procedures

1145

described in subsections (2), (3), and (4).

1146

     (2) The dissolved corporation or successor entity shall

1147

deliver to each of its known claimants written notice of the

1148

dissolution at any time after its effective date. The written

1149

notice must:

1150

     (a) Provide a reasonable description of the claim that the

1151

claimant may be entitled to assert;

1152

     (b) State whether the claim is admitted or not admitted, in

1153

whole or in part, and, if admitted:

1154

     1. The amount that is admitted, which may be as of a given

1155

date; and

1156

     2. Any interest obligation if fixed by an instrument of

1157

indebtedness;

1158

     (c) Provide a mailing address where a claim may be sent;

1159

     (d) State the deadline, which must be at least 120 days

1160

after the effective date of the written notice, by which

1161

confirmation of the claim must be delivered to the dissolved

1162

corporation or successor entity; and

1163

     (e) State that the corporation or successor entity may make

1164

distributions thereafter to other claimants and the members of

1165

the corporation or persons interested as having been such without

1166

further notice.

1167

     (3) A dissolved corporation or successor entity may reject,

1168

in whole or in part, any claim made by a claimant pursuant to

1169

this section by mailing notice of such rejection to the claimant

1170

within 90 days after receipt of such claim and, in all events, at

1171

least 150 days before expiration of 3 years following the

1172

effective date of dissolution. The notice must be accompanied by

1173

a copy of this section.

1174

     (4) A dissolved corporation or successor entity electing to

1175

follow the procedures described in subsections (2) and (3) must

1176

also give notice of dissolution to persons having known claims

1177

that are contingent upon the occurrence or nonoccurrence of

1178

future events, or are otherwise conditional or unmatured, and

1179

request that such persons present such claims in accordance with

1180

the terms of the notice. The notice must be in substantially the

1181

form, and sent in the same manner, as described in subsection

1182

(2).

1183

     (5) A dissolved corporation or successor entity shall offer

1184

any claimant whose known claim is contingent, conditional, or

1185

unmatured such security as the corporation or entity determines

1186

is sufficient to provide compensation to the claimant if the

1187

claim matures. The dissolved corporation or successor entity

1188

shall deliver such offer to the claimant within 90 days after

1189

receipt of such claim and, in all events, at least 150 days

1190

before expiration of 3 years following the effective date of

1191

dissolution. If the claimant offered such security does not

1192

deliver in writing to the dissolved corporation or successor

1193

entity a notice rejecting the offer within 120 days after receipt

1194

of such offer, the claimant is deemed to have accepted such

1195

security as the sole source from which to satisfy his or her

1196

claim against the corporation.

1197

     (6) A dissolved corporation or successor entity that has

1198

given notice in accordance with subsections (2) and (4) shall

1199

petition the circuit court in the county where the corporation's

1200

principal office is located or was located on the effective date

1201

of dissolution to determine the amount and form of security which

1202

is sufficient to provide compensation to a claimant who has

1203

rejected the offer for security made pursuant to subsection (5).

1204

     (7) A dissolved corporation or successor entity that has

1205

given notice in accordance with subsection (2) shall petition the

1206

circuit court in the county where the corporation's principal

1207

office is located or was located on the effective date of

1208

dissolution to determine the amount and form of security which is

1209

sufficient to provide compensation to claimants whose claims are

1210

known to the corporation or successor entity but whose identities

1211

are unknown. The court shall appoint a guardian ad litem to

1212

represent all claimants whose identities are unknown in any

1213

proceeding brought under this subsection. The reasonable fees and

1214

expenses of such guardian, including all reasonable expert

1215

witness fees, shall be paid by the petitioner in such proceeding.

1216

     (8) The giving of any notice or making of any offer

1217

pursuant to this section does not revive any claim then barred,

1218

does not constitute acknowledgment by the dissolved corporation

1219

or successor entity that any person to whom such notice is sent

1220

is a proper claimant, and does not operate as a waiver of any

1221

defense or counterclaim in respect of any claim asserted by any

1222

person to whom such notice is sent.

1223

     (9) A dissolved corporation or successor entity that has

1224

followed the procedures described in subsections (2)-(7) shall:

1225

     (a) Pay the claims admitted or made and not rejected in

1226

accordance with subsection (3);

1227

     (b) Post the security offered and not rejected pursuant to

1228

subsection (5);

1229

     (c) Post any security ordered by the circuit court in any

1230

proceeding under subsections (6) and (7); and

1231

     (d) Pay or make provision for all other known obligations

1232

of the corporation or the successor entity. Such claims or

1233

obligations shall be paid in full, and any provision for payments

1234

shall be made in full if there are sufficient funds. If there are

1235

insufficient funds, the claims and obligations shall be paid or

1236

provided for according to their priority and, among claims of

1237

equal priority, ratably to the extent of funds legally available

1238

for payment. Any remaining funds shall be distributed in

1239

accordance with s. 617.1406; however, such distribution may not

1240

be made until 150 days after the date of the last notice of

1241

rejections given pursuant to subsection (3). In the absence of

1242

actual fraud, the judgment of the directors of the dissolved

1243

corporation or the governing persons of the successor entity as

1244

to the provisions made for the payment of all obligations under

1245

this paragraph is conclusive.

1246

     (10) A dissolved corporation or successor entity that has

1247

not followed the procedures described in subsections (2) and (3)

1248

shall pay or make reasonable provision to pay all known claims

1249

and obligations, including all contingent, conditional, or

1250

unmatured claims known to the corporation or the successor entity

1251

and all claims that are known to the dissolved corporation or the

1252

successor entity but for which the identity of the claimant is

1253

unknown. Such claims shall be paid in full, and any provision for

1254

payment made shall be made in full if there are sufficient funds.

1255

If there are insufficient funds, such claims and obligations

1256

shall be paid or provided for according to their priority and,

1257

among claims of equal priority, ratably to the extent of funds

1258

legally available for payment thereof. Any remaining funds shall

1259

be distributed in accordance with s. 617.1406.

1260

     (11) Directors of a dissolved corporation or governing

1261

persons of a successor entity that has complied with subsection

1262

(9) or subsection (10) are not personally liable to the claimants

1263

of the dissolved corporation.

1264

     (12) A member of a dissolved corporation the assets of

1265

which were distributed pursuant to subsection (9) or subsection

1266

(10) is not liable for any claim against the corporation greater

1267

than the member's pro rata share of the claim or the amount

1268

distributed to the member, whichever is less.

1269

     (13) A member of a dissolved corporation, the assets of

1270

which were distributed pursuant to subsection (9), is not liable

1271

for any claim against the corporation which is known to the

1272

corporation or successor entity and on which a proceeding is

1273

begun after the expiration of 3 years following the effective

1274

date of dissolution.

1275

     (14) The aggregate liability of any member of a dissolved

1276

corporation for claims against the dissolved corporation may not

1277

be greater than the amount distributed to the member in

1278

dissolution.

1279

     Section 33. Subsection (6) of section 617.1421, Florida

1280

Statutes, is repealed.

1281

     Section 34.  Section 617.1422, Florida Statutes, is amended

1282

to read:

1283

     617.1422  Reinstatement following administrative

1284

dissolution.--

1285

     (1)(a) A corporation administratively dissolved under s.

1286

617.1421 may apply to the department of State for reinstatement

1287

at any time after the effective date of dissolution. The

1288

corporation must submit a reinstatement form prescribed and

1289

furnished by the department or a current uniform business report

1290

signed by a registered agent and an officer or director and

1291

submit application must:

1292

     1. Recite the name of the corporation and the effective

1293

date of its administrative dissolution;

1294

     2. State that the ground or grounds for dissolution either

1295

did not exist or have been eliminated and that no further grounds

1296

currently exist for dissolution;

1297

     3. State that the corporation's name satisfies the

1298

requirements of s. 617.0401; and

1299

     4. State that all fees owed by the corporation and computed

1300

at the rate provided by law at the time the corporation applies

1301

for reinstatement. have been paid; or

1302

     (b) Submit a current annual report, signed by the

1303

registered agent and an officer or director, which substantially

1304

complies with the requirements of paragraph (a).

1305

     (2) If the department of State determines that the

1306

application contains the information required by subsection (1)

1307

and that the information is correct, it shall file the document,

1308

cancel the certificate of dissolution, and reinstate the

1309

corporation effective on the date which the reinstatement

1310

document is filed.

1311

     (3)  When the reinstatement is effective, it relates back to

1312

and takes effect as of the effective date of the administrative

1313

dissolution and the corporation resumes carrying on its business

1314

affairs as if the administrative dissolution had never occurred.

1315

     (4) The name of the dissolved corporation is not available

1316

for assumption or use by another corporation until 1 year after

1317

the effective date of dissolution unless the dissolved

1318

corporation provides the department with an affidavit executed

1319

pursuant to s. 617.01201 authorizing the immediate assumption or

1320

use of the name by another corporation.

1321

     (5)(4) If the name of the dissolved corporation has been

1322

lawfully assumed in this state by another corporation, the

1323

department of State shall require the dissolved corporation to

1324

amend its articles of incorporation to change its name before

1325

accepting its application for reinstatement.

1326

     Section 35.  Subsection (2) of section 617.1430, Florida

1327

Statutes, is amended to read:

1328

     617.1430  Grounds for judicial dissolution.--A circuit court

1329

may dissolve a corporation:

1330

     (2) In a proceeding brought by at least 50 members or

1331

members holding at least 10 percent of the voting power,

1332

whichever is less, or by a member or group or percentage of

1333

members as otherwise provided in the articles of incorporation or

1334

bylaws, or by a director or any person authorized in the articles

1335

of incorporation, by a member if it is established that:

1336

     (a)  The directors are deadlocked in the management of the

1337

corporate affairs, the members are unable to break the deadlock,

1338

and irreparable injury to the corporation is threatened or being

1339

suffered;

1340

     (b)  The members are deadlocked in voting power and have

1341

failed to elect successors to directors whose terms have expired

1342

or would have expired upon qualification of their successors; or

1343

     (c)  The corporate assets are being misapplied or wasted.

1344

     Section 36.  Subsection (2) of section 617.1503, Florida

1345

Statutes, is amended to read:

1346

     617.1503  Application for certificate of authority.--

1347

     (2)  The foreign corporation shall deliver with the

1348

completed application a certificate of existence, (or a document

1349

of similar import,) duly authenticated, within not more than 90

1350

days prior to delivery of the application to the department of

1351

State, by the Secretary of State or other official having custody

1352

of corporate records in the jurisdiction under the law of which

1353

it is incorporated. A translation of the certificate, under oath

1354

of the translator, must be attached to a certificate that which

1355

is in a language other than the English language.

1356

     Section 37.  Subsection (2) of section 617.1504, Florida

1357

Statutes, is amended to read:

1358

     617.1504  Amended certificate of authority.--

1359

     (2) Such application shall be made within 90 30 days after

1360

the occurrence of any change mentioned in subsection (1), shall

1361

be made on forms prescribed by the department of State, shall be

1362

executed and filed in the same manner as an original application

1363

for authority, and shall set forth:

1364

     (a)  The name of the foreign corporation as it appears on

1365

the department's records of the Department of State;

1366

     (b)  The jurisdiction of its incorporation;

1367

     (c)  The date it was authorized to conduct its affairs in

1368

this state;

1369

     (d) If the name of the foreign corporation has been

1370

changed, the name relinquished, the new name, a statement that

1371

the change of name has been effected under the laws of the

1372

jurisdiction of its incorporation, and the date the change was

1373

effected;

1374

     (e) If the period of duration has been changed, a statement

1375

of such change and the date the change was effected;

1376

     (f) If the jurisdiction of incorporation has been changed,

1377

a statement of such change and the date the change was effected;

1378

and

1379

     (g) If the purpose or purposes that which the corporation

1380

intends to pursue in this state have been changed, a statement of

1381

such new purpose or purposes, and a further statement that the

1382

corporation is authorized to pursue such purpose or purposes in

1383

the jurisdiction of its incorporation.

1384

     Section 38.  Section 617.1506, Florida Statutes, is amended

1385

to read:

1386

     617.1506  Corporate name of foreign corporation.--

1387

     (1) A foreign corporation may is not entitled to file an

1388

application for a certificate of authority unless the corporate

1389

name of such corporation satisfies the requirements of s.

1390

617.0401. To obtain or maintain a certificate of authority to

1391

transact business in this state, the foreign corporation:

1392

     (a)  May add the word "corporation" or "incorporated" or the

1393

abbreviation "corp." or "inc." or words of like import, which as

1394

will clearly indicate that it is a corporation instead of a

1395

natural person or partnership or other business entity; however,

1396

to its corporate name for use in this state, provided, the name

1397

of a foreign corporation may not contain the word "company" or

1398

the abbreviation "co."; or

1399

     (b)  May use an alternate name to transact business in this

1400

state if its real name is unavailable. Any alternate corporate

1401

name adopted for use in this state must be cross-referenced to

1402

the real corporate name in the records of the Division of

1403

Corporations. If the real corporate name of the corporation

1404

becomes available in this state or if the corporation chooses to

1405

change its alternate name and it delivers to the Department of

1406

State, for filing, a copy of the resolution of its board of

1407

directors, changing or withdrawing the alternate name and

1408

executed as required by s. 617.01201, must be delivered for

1409

filing adopting an alternate name.

1410

     (2)  The corporate name, including the alternate name, of a

1411

foreign corporation must be distinguishable, within the records

1412

of the Division of Corporations, from:

1413

     (a) Any corporate name of a corporation for profit

1414

incorporated or authorized to transact business in this state.

1415

     (b)(a) The alternate name of another foreign corporation

1416

authorized to transact business in this state.

1417

     (c)(b) The corporate name of a not-for-profit corporation

1418

incorporated or authorized to transact business in this state.

1419

     (d)(c) The names of all other entities or filings, except

1420

fictitious name registrations pursuant to s. 865.09, organized,

1421

or registered under the laws of this state, that are on file with

1422

the Division of Corporations.

1423

     (3)  If a foreign corporation authorized to transact

1424

business in this state changes its corporate name to one that

1425

does not satisfy the requirements of s. 617.0401 607.0401, such

1426

corporation may not transact business in this state under the

1427

changed name until the corporation adopts a name satisfying the

1428

requirements of s. 617.0401 607.0401.

1429

     (4) The corporate name must be distinguishable from the

1430

names of all other entities or filings, organized, registered, or

1431

reserved under the laws of the state that are on file with the

1432

Division of Corporations, except fictitious name registrations

1433

pursuant to s. 865.09.

1434

     Section 39.  Subsection (6) of section 617.1530, Florida

1435

Statutes, is amended to read:

1436

     617.1530  Grounds for revocation of authority to conduct

1437

affairs.--The department of State may commence a proceeding under

1438

s. 617.1531 to revoke the certificate of authority of a foreign

1439

corporation authorized to conduct its affairs in this state if:

1440

     (6) The department of State receives a duly authenticated

1441

certificate from the secretary of state or other official having

1442

custody of corporate records in the jurisdiction under the law of

1443

which the foreign corporation is incorporated stating that it has

1444

been dissolved or disappeared as the result of a merger.

1445

     Section 40.  Paragraph (a) of subsection (5) of section

1446

617.1601, Florida Statutes, is amended to read:

1447

     617.1601  Corporate records.--

1448

     (5)  A corporation shall keep a copy of the following

1449

records:

1450

     (a) Its articles of incorporation or restated articles of

1451

incorporation and all amendments to them currently in effect.

1452

     Section 41.  Subsections (1), (2), and (4) of section

1453

617.1602, Florida Statutes, are amended to read:

1454

     617.1602  Inspection of records by members.--

1455

     (1)  A member of a corporation is entitled to inspect and

1456

copy, during regular business hours at the corporation's

1457

principal office or at a reasonable location specified by the

1458

corporation, any of the records of the corporation described in

1459

s. 617.1601(5), if the member gives the corporation written

1460

notice of his or her demand at least 10 5 business days before

1461

the date on which he or she wishes to inspect and copy.

1462

     (2)  A member of a corporation is entitled to inspect and

1463

copy, during regular business hours at a reasonable location

1464

specified by the corporation, any of the following records of the

1465

corporation if the member meets the requirements of subsection

1466

(3) and gives the corporation written notice of his or her demand

1467

at least 10 5 business days before the date on which he or she

1468

wishes to inspect and copy:

1469

     (a)  Excerpts from minutes of any meeting of the board of

1470

directors, records of any action of a committee of the board of

1471

directors while acting in place of the board of directors on

1472

behalf of the corporation, minutes of any meeting of the members,

1473

and records of action taken by the members or board of directors

1474

without a meeting, to the extent not subject to inspection under

1475

subsection (1).

1476

     (b)  Accounting records of the corporation.

1477

     (c)  The record of members.

1478

     (d)  Any other books and records.

1479

     (4)  This section does not affect:

1480

     (a) The right of a member to inspect and copy records under

1481

s. 617.0730(6), or, if the member is in litigation with the

1482

corporation to inspect and copy records, to the same extent as

1483

any other litigant.

1484

     (b) The power of a court, independently of this chapter

1485

act, to compel the production of corporate records for

1486

examination.

1487

     Section 42.  Section 617.1605, Florida Statutes, is amended

1488

to read:

1489

     617.1605 Financial reports for members.--A corporation,

1490

upon a member's written demand, shall furnish that member its

1491

latest annual financial statements, which may be consolidated or

1492

combined statements of the corporation and one or more of its

1493

subsidiaries or affiliates, as appropriate, and which include a

1494

balance sheet as of the end of the fiscal year and a statement of

1495

operations for that year. If financial statements are prepared

1496

for the corporation on the basis of generally accepted accounting

1497

principles, the annual financial statements must also be prepared

1498

on such basis. Within 60 days following the end of the fiscal or

1499

calendar year or annually on such date as is otherwise provided

1500

in the bylaws of the corporation, the board of directors of the

1501

corporation shall mail or furnish by personal delivery to each

1502

member a complete financial report of actual receipts and

1503

expenditures for the previous 12 months. The report shall show

1504

the amounts of receipts by accounts and receipt classifications

1505

and shall show the amounts of expenses by accounts and expense

1506

classifications.

1507

     Section 43.  Section 617.1703, Florida Statutes, is created

1508

to read:

1509

     617.1703 Application of chapter.--In the event of any

1510

conflict between the provisions of this chapter and chapter 718

1511

regarding condominiums, chapter 719 regarding cooperatives,

1512

chapter 720 regarding homeowners' associations, chapter 721

1513

regarding timeshares, or chapter 723 regarding mobile home

1514

owners' associations, the provisions of such other chapters shall

1515

apply. The provisions of ss. 617.0605-617.0608 do not apply to

1516

corporations regulated by any of the foregoing chapters or to any

1517

other corporation where membership in the corporation is required

1518

pursuant to a document recorded in the county property records.

1519

     Section 44.  Subsection (8) is added to section 617.1803,

1520

Florida Statutes, to read:

1521

     617.1803  Domestication of foreign not-for-profit

1522

corporations.--

1523

     (8) When a domestication becomes effective:

1524

     (a) The title to all real and personal property, both

1525

tangible and intangible, of the foreign corporation remains in

1526

the domesticated corporation without reversion or impairment;

1527

     (b) The liabilities of the foreign corporation remain the

1528

liabilities of the domesticated corporation;

1529

     (c) An action or proceeding against the foreign corporation

1530

continues against the domesticated corporation as if the

1531

domestication had not occurred;

1532

     (d) The articles of incorporation attached to the

1533

certificate of domestication constitute the articles of

1534

incorporation of the domesticated corporation; and

1535

     (e) Membership interests in the foreign corporation remain

1536

identical in the domesticated corporation.

1537

     Section 45.  Section 617.1806, Florida Statutes, is amended

1538

to read:

1539

     617.1806  Conversion to corporation not for profit; petition

1540

and contents.--A petition for conversion to a corporation not for

1541

profit pursuant to s. 617.1805 shall be accompanied by the

1542

written consent of all the shareholders authorizing the change in

1543

the corporate nature and directing an authorized officer to file

1544

such petition before the court, together with a statement

1545

agreeing to accept all the property of the petitioning

1546

corporation and agreeing to assume and pay all its indebtedness

1547

and liabilities, and the proposed articles of incorporation

1548

signed by the president and secretary of the petitioning

1549

corporation which shall set forth the provisions required in

1550

original articles of incorporation by s. 617.0202.

1551

     Section 46.  Section 617.1907, Florida Statutes, is amended

1552

to read:

1553

     617.1907 Effect of repeal or amendment of prior acts.--

1554

     (1) Except as provided in subsection (2), the repeal or

1555

amendment of a statute by this act does not affect:

1556

     (a)  The operation of the statute or any action taken under

1557

it before its repeal or amendment;

1558

     (b)  Any ratification, right, remedy, privilege, obligation,

1559

or liability acquired, accrued, or incurred under the statute

1560

before its repeal or amendment;

1561

     (c)  Any violation of the statute, or any penalty,

1562

forfeiture, or punishment incurred because of the violation,

1563

before its repeal or amendment; or

1564

     (d)  Any proceeding, reorganization, or dissolution

1565

commenced under the statute before its repeal or amendment, and

1566

the proceeding, reorganization, or dissolution may be completed

1567

in accordance with the statute as if it had not been repealed or

1568

amended.

1569

     (2)  If a penalty or punishment imposed for violation of a

1570

statute repealed or amended by this act is reduced by this act,

1571

the penalty or punishment if not already imposed shall be imposed

1572

in accordance with this act.

1573

     Section 47. Section 617.2103, Florida Statutes, is

1574

repealed.

1575

     Section 48.  This act shall take effect October 1, 2008.