Fla. Stat. ch. 617 – Corporations Not for Profit | Midpage

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Florida Statutes

Chapter 617

Fla. Stat. ch. 617

Corporations Not for Profit

617.01011Short title 617.0102Reservation of power to amend or repeal 617.01201Filing requirements 617.0121Forms 617.0122Fees for filing documents and issuing certificates 617.0123Effective date of document 617.0124Correcting filed document 617.0125Filing duties of Department of State 617.0126Appeal from Department of State's refusal to file document 617.0127Evidentiary effect of copy of filed document 617.0128Certificate of status 617.0129Penalty for signing false document 617.01301Powers of Department of State 617.01401Definitions 617.0141Notice 617.02011Incorporators 617.0202Articles of incorporation; content 617.0203Incorporation 617.0204Liability for preincorporation transactions 617.0205Organizational meeting of directors 617.0206Bylaws 617.0207Emergency bylaws 617.0301Purposes and application 617.0302Corporate powers 617.0303Emergency powers 617.0304Ultra vires 617.0401Corporate name 617.0402Reserved name 617.0403Registered name; application; renewal; revocation 617.0501Registered office and registered agent 617.0502Change of registered office or registered agent; resignation of registered agent 617.0503Registered agent; duties; confidentiality of investigation records 617.0504Service of process, notice, or demand on a corporation 617.0505Payment of dividends and distribution of income to members prohibited; issuance of certificates of membership; effect of stock issued under prior law 617.0601Members, generally 617.0604Liability of members 617.0701Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings 617.0721Voting by members 617.0725Quorum 617.0801Requirement for and duties of board of directors 617.0802Qualifications of directors 617.0803Number of directors 617.0806Staggered terms for directors 617.0807Resignation of directors 617.0808Removal of directors 617.0809Vacancy on board 617.08101Compensation of directors 617.0820Meetings 617.0821Action by directors without a meeting 617.0822Notice of meetings 617.0823Waiver of notice 617.0824Quorum and voting 617.0825Committees 617.0830General standards for directors 617.0831Indemnification and liability of officers, directors, employees, and agents 617.0832Director conflicts of interest 617.0833Loans to directors or officers 617.0834Officers and directors of certain corporations and associations not for profit; immunity from civil liability 617.0835Prohibited activities by private foundations 617.0840Required officers 617.0841Duties of officers 617.0842Resignation and removal of officers 617.0843Contract rights of officers 617.0901Reincorporation 617.1001Authority to amend the articles of incorporation 617.1002Procedure for amending articles of incorporation 617.1006Contents of articles of amendment 617.1007Restated articles of incorporation 617.1008Amendment pursuant to reorganization 617.1009Effect of amendment 617.1101Plan of merger 617.1103Approval of plan of merger; abandonment of plan thereafter 617.1105Articles of merger 617.1106Effect of merger 617.1107Merger of domestic and foreign corporations 617.1201Secured transactions and other dispositions of corporate property and assets not requiring member approval 617.1202Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval 617.1401Voluntary dissolution of corporation prior to conducting its affairs 617.1402Dissolution of corporation 617.1403Articles of dissolution 617.1404Revocation of dissolution 617.1405Effect of dissolution 617.1406Plan of distribution of assets 617.1420Grounds for administrative dissolution 617.1421Procedure for and effect of administrative dissolution 617.1422Reinstatement following administrative dissolution 617.1423Appeal from denial of reinstatement 617.1430Grounds for judicial dissolution 617.1431Procedure for judicial dissolution 617.1432Receivership or custodianship 617.1433Judgment of dissolution 617.1440Deposit with Department of Banking and Finance 617.1501Authority of foreign corporation to conduct affairs required 617.1502Consequences of conducting affairs without authority 617.1503Application for certificate of authority 617.1504Amended certificate of authority 617.1505Effect of certificate of authority 617.1506Corporate name of foreign corporation 617.1507Registered office and registered agent of foreign corporation 617.1508Change of registered office and registered agent of foreign corporation 617.1509Resignation of registered agent of foreign corporation 617.1510Service of process, notice, or demand on a foreign corporation 617.1520Withdrawal of foreign corporation 617.1530Grounds for revocation of authority to conduct affairs 617.1531Procedure for and effect of revocation 617.1532Appeal from revocation 617.1533Reinstatement following revocation 617.1601Corporate records 617.1602Inspection of records by members 617.1603Scope of inspection right 617.1604Court-ordered inspection 617.1605Financial reports for members 617.1622Annual report for Department of State 617.1623Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature 617.1701Application to existing domestic corporation 617.1702Application to qualified foreign corporations 617.1711Application to foreign and interstate commerce 617.1805Corporations for profit; when may become corporations not for profit 617.1806Conversion to corporation not for profit; petition and contents 617.1807Conversion to corporation not for profit; authority of circuit judge 617.1808Application of act to corporation converted to corporation not for profit 617.1901Corporations Trust Fund 617.1904Estoppel 617.1907Effect of repeal of prior acts 617.1908Applicability of Florida Business Corporation Act 617.2001Corporations which may be incorporated hereunder; incorporation of certain medical services corporations 617.2002Corporation not for profit organized pursuant to s. 2, ch. 87-296; requirements 617.2003Proceedings to revoke articles of incorporation or charter or prevent its use 617.2004Extinct churches and religious societies; property 617.2005Extinct churches and religious societies; dissolution 617.2006Incorporation of labor unions or bodies 617.2007Sponge packing and marketing corporations 617.2101Corporation authorized to act as trustee 617.2102Fines and penalties against members 617.2103Exemptions for certain corporations 617.301Homeowners' associations; definitions 617.302Homeowners' associations; purposes, scope, and application 617.303Association powers and duties; meetings of board; official records; budgets; financial reporting 617.304Homeowners' associations; right of owners to peaceably assemble 617.305Obligations of members; remedies at law or in equity; levy of fines and suspension of use rights; failure to fill sufficient number of vacancies on board of directors to constitute a quorum; appointment of receiver upon petition of any member 617.306Associations; meetings of members; voting and election procedures; amendments 617.307Transition of homeowners' association control in a community 617.3075Prohibited clauses in homeowners' association documents 617.308Assessments and charges 617.309Agreements entered into by the association 617.31Recreational leaseholds; right to acquire; escalation clauses 617.311Dispute resolution 617.312Declaration of covenants; survival after tax deed or foreclosure