Chapter 617 — Chapter 617

Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may fix the compensation of directors.

(1) The board of directors may hold regular or special meetings in or out of this state.(2) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the bylaws otherwise provide, notic…

(1) Unless the articles of incorporation or the bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors’ meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committ…

(1) Unless the articles of incorporation or the bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.(2) Unless the articles of incorporation or the bylaws provide for a longer or short…

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the…

(1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws. Directors younger than 18 years of age may not be count…

(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by a majority of the full board of directors, may create an executive committee and one or more other committees of the board and appoint directors or such othe…

(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:(a) In good faith;(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(c) In a manner he or she reas…

Except as provided in s. 617.0834, s. 607.0831 and ss. 607.0850-607.0859 apply to a corporation organized under this act and a rural electric cooperative organized under chapter 425. Any reference to “directors” in those sections includes the directors, managers, or trustees of a…

(1) No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable becaus…

Loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, may not be made by a corporation to its directors or officers, or to any other corporation, firm, …

(1) An officer or director of a nonprofit organization recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) of the Internal Revenue Code of 1986, as amended, or of an agricultural or a horticultural organization recognized under s. 501(c)(5), of the Internal Revenue Code…

(1) As used in this section, section references, unless otherwise indicated, refer to the Internal Revenue Code of 1986, as amended, Title 26 of the United States Code, including corresponding provisions of any subsequent federal tax laws.(2) A corporation, during the period it i…

(1) A corporation shall have the officers described in its articles of incorporation or its bylaws who shall be elected or appointed at such time and for such terms as is provided in the articles of incorporation or the bylaws. In the absence of any such provisions, all officers …

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the dut…

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future eff…

(1) The appointment of an officer does not itself create contract rights.(2) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer. (1)…

(1) Any corporation which has a charter approved by a circuit judge under former chapter 617, Florida Statutes (1989), or a charter granted by the Legislature of this state, on or prior to September 1, 1959, the effective date of chapter 59-427, Laws of Florida, may reincorporate…

(1) A corporation may amend its articles of incorporation at any time as provided in this act.(2) A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control,…

(1) Unless the articles of incorporation provide an alternative procedure, amendments to the articles of incorporation must be made in the following manner:(a) If there are members entitled to vote on a proposed amendment to the articles of incorporation, the board of directors m…

The articles of amendment must be executed by the corporation as provided in s. 617.01201 and must set forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) If there are members entitled to vote on a proposed amendment, the date of the adoption of the a…

(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without a vote of the members.(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member ap…

(1) A corporation’s articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under any federal or state law if the articles of incorporation, after am…

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation. An amendment changing a corporat…

(1) Any two or more domestic corporations may merge into one domestic corporation pursuant to a plan of merger approved in the manner provided in this section.(2) Each corporation must adopt a plan of merger setting forth:(a) The names of the corporations proposing to merge and t…

A corporation not for profit organized under this chapter may merge with one or more other eligible entities, as identified in s. 607.1101(1), only if the surviving entity of such merger is a corporation not for profit or other eligible entity that has been organized as a not-for…

(1) A plan of merger must be adopted in the following manner:(a) If the members of any merging corporation are entitled to vote on a plan of merger, the board of directors of such corporation must adopt a resolution approving the proposed plan and directing that it be submitted t…

Articles of merger must be executed by each corporation, as provided in s. 617.01201 and must set forth:(1) The plan of merger;(2) If the members of any merging corporation are entitled to vote on such a plan, then, as to each such corporation, the date of the meeting of members …

When a merger becomes effective:(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;(2) The title to all real estate and other property, or any interest there…

(1) One or more foreign corporations and one or more domestic corporations may be merged into a corporation of this state or of another jurisdiction if such merger is permitted by the laws of the jurisdiction under which each such foreign corporation is organized and if:(a) Each …

(1) Subject to s. 617.0302(16) and other applicable provisions of this chapter, ss. 607.1101, 607.1103, 607.1105, 607.1106, and 607.1107 shall apply to a merger involving a corporation not for profit organized under this act and one or more other eligible entities identified in 1…

(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors may authorize any of the following transactions without any vote or consent of the members, even though the corporation has members entitled to vote:(a) Any mortgage or pledge of, or …

A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation, in all cases other than those not requiring member approval as specified in s. 617.1201, may be made upon such terms and conditions and for such consideration, w…

Except as authorized in ss. 617.0505 and 617.1302, a corporation may not make any distributions to its members.

(1) A mutual benefit corporation may purchase its memberships pursuant to s. 617.0608 only if, after the purchase is completed:(a) The mutual benefit corporation is able to pay its debts as they become due in the usual course of its activities; and(b) The total assets of the mutu…

(1) At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily dissolved in the following manner:(a) If there are no directors of the corporation, by the incorporator or, if there is more than one…

A corporation desiring to dissolve and wind up its affairs must adopt a resolution to dissolve in the following manner:(1) If the corporation has members entitled to vote on a resolution to dissolve, and unless the board of directors determines that because of a conflict of inter…

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution setting forth:(a) The name of the corporation;(b) If the corporation has members entitled to vote on dissolution, the date of …

(1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution.(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization…

(1) A dissolved corporation continues its corporate existence but may not conduct its affairs except to the extent appropriate to wind up and liquidate its affairs, including:(a) Collecting its assets;(b) Disposing of its properties that will not be distributed in kind pursuant t…

A plan providing for the distribution of assets, not inconsistent with this act or the articles of incorporation, must be adopted by a corporation in the following manner:(1) If the corporation has members entitled to vote on a plan of distribution of assets, the board of directo…

(1) A dissolved corporation or successor entity may execute one of the following procedures to resolve payment of unknown claims:(a) A dissolved corporation or successor entity may file notice of its dissolution with the department on the form prescribed by the department and req…

(1) A dissolved corporation or successor entity may dispose of the known claims against it by following the procedures described in subsections (2), (3), and (4).(2) The dissolved corporation or successor entity shall deliver to each of its known claimants written notice of the d…

(1) The Department of State may commence a proceeding under s. 617.1421 to administratively dissolve a corporation if:(a) The corporation has failed to file its annual report and pay the annual report filing fee by 5 p.m. Eastern Time on the third Friday in September;(b) The corp…

(1) If the Department of State determines that one or more grounds exist under s. 617.1420 for administratively dissolving a corporation, it shall serve the corporation with notice of its intent under s. 617.0504(2) to administratively dissolve the corporation. If the corporation…

(1) A corporation administratively dissolved under s. 617.1421 may apply to the department for reinstatement at any time after the effective date of dissolution. The corporation must submit a reinstatement form prescribed and furnished by the department or a current uniform busin…

(1) If the Department of State denies a corporation’s application for reinstatement following administrative dissolution, it shall serve the corporation under s. 617.0504(2) with a written notice that explains the reason or reasons for denial.(2) After exhaustion of administrativ…

A circuit court may dissolve a corporation:(1)(a) In a proceeding by the Department of Legal Affairs if it is established that:1. The corporation obtained its articles of incorporation through fraud; or2. The corporation has continued to exceed or abuse the authority conferred up…

(1) Venue for a proceeding brought under s. 617.1430 lies in the circuit court of the county where the corporation’s principal office is or was last located, as shown by the records of the Department of State, or, if none in this state, where its registered office is or was last …

(1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding an…