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Florida Statutes > Chapter 617 - Corporations Not for Profit

Florida Statutes > Title XXXVI > Chapter 617 - Corporations Not for Profit

^{Current as of: 2011}

^{Check for updates}

2010 version


§ 617.01011	Short title
§ 617.0102	Reservation of power to amend or repeal
§ 617.01201	Filing requirements
§ 617.0121	Forms
§ 617.0122	Fees for filing documents and issuing certificates
§ 617.0123	Effective date of document
§ 617.0124	Correcting filed document
§ 617.0125	Filing duties of Department of State
§ 617.0126	Appeal from Department of State’s refusal to file document
§ 617.0127	Evidentiary effect of copy of filed document
§ 617.0128	Certificate of status
§ 617.01301	Powers of Department of State
§ 617.01401	Definitions
§ 617.0141	Notice
§ 617.02011	Incorporators
§ 617.0202	Articles of incorporation; content
§ 617.0203	Incorporation
§ 617.0204	Liability for preincorporation transactions
§ 617.0205	Organizational meeting of directors
§ 617.0206	Bylaws
§ 617.0207	Emergency bylaws
§ 617.0301	Purposes and application
§ 617.0302	Corporate powers
§ 617.0303	Emergency powers
§ 617.0304	Ultra vires
§ 617.0401	Corporate name
§ 617.0403	Registered name; application; renewal; revocation
§ 617.0501	Registered office and registered agent
§ 617.0502	Change of registered office or registered agent; resignation of registered agent
§ 617.0503	Registered agent; duties; confidentiality of investigation records
§ 617.0504	Service of process, notice, or demand on a corporation
§ 617.0505	Distributions; exceptions
§ 617.0601	Members, generally
§ 617.0604	Liability of members
§ 617.0605	Transfer of membership interests
§ 617.0606	Resignation of members
§ 617.0607	Termination, expulsion, and suspension
§ 617.0608	Purchase of memberships
§ 617.0701	Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings
§ 617.0721	Voting by members
§ 617.0725	Quorum
§ 617.07401	Members’ derivative actions
§ 617.0801	Duties of board of directors
§ 617.0802	Qualifications of directors
§ 617.0803	Number of directors
§ 617.0806	Staggered terms for directors
§ 617.0807	Resignation of directors
§ 617.0808	Removal of directors
§ 617.0809	Board vacancy
§ 617.08101	Compensation of directors
§ 617.0820	Meetings
§ 617.0821	Action by directors without a meeting
§ 617.0822	Notice of meetings
§ 617.0823	Waiver of notice
§ 617.0824	Quorum and voting
§ 617.0825	Committees
§ 617.0830	General standards for directors
§ 617.0831	Indemnification and liability of officers, directors, employees, and agents
§ 617.0832	Director conflicts of interest
§ 617.0833	Loans to directors or officers
§ 617.0834	Officers and directors of certain corporations and associations not for profit; immunity from civil liability
§ 617.0835	Prohibited activities by private foundations
§ 617.0840	Required officers
§ 617.0841	Duties of officers
§ 617.0842	Resignation and removal of officers
§ 617.0843	Contract rights of officers
§ 617.0901	Reincorporation
§ 617.1001	Authority to amend the articles of incorporation
§ 617.1002	Procedure for amending articles of incorporation
§ 617.1006	Contents of articles of amendment
§ 617.1007	Restated articles of incorporation
§ 617.1008	Amendment pursuant to reorganization
§ 617.1009	Effect of amendment
§ 617.1101	Plan of merger
§ 617.1102	Limitation on merger
§ 617.1103	Approval of plan of merger; abandonment of plan thereafter
§ 617.1105	Articles of merger
§ 617.1106	Effect of merger
§ 617.1107	Merger of domestic and foreign corporations
§ 617.1108	Merger of domestic corporation and other business entities
§ 617.1201	Secured transactions and other dispositions of corporate property and assets not requiring member approval
§ 617.1202	Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval
§ 617.1301	Prohibited distributions
§ 617.1302	Authorized distributions
§ 617.1401	Voluntary dissolution of corporation prior to conducting its affairs
§ 617.1402	Dissolution of corporation
§ 617.1403	Articles of dissolution
§ 617.1404	Revocation of dissolution
§ 617.1405	Effect of dissolution
§ 617.1406	Plan of distribution of assets
§ 617.1407	Unknown claims against dissolved corporation
§ 617.1408	Known claims against dissolved corporation
§ 617.1420	Grounds for administrative dissolution
§ 617.1421	Procedure for and effect of administrative dissolution
§ 617.1422	Reinstatement following administrative dissolution
§ 617.1423	Appeal from denial of reinstatement
§ 617.1430	Grounds for judicial dissolution
§ 617.1431	Procedure for judicial dissolution
§ 617.1432	Receivership or custodianship
§ 617.1433	Judgment of dissolution
§ 617.1440	Deposit with Department of Financial Services
§ 617.1501	Authority of foreign corporation to conduct affairs required
§ 617.1502	Consequences of conducting affairs without authority
§ 617.1503	Application for certificate of authority
§ 617.1504	Amended certificate of authority
§ 617.1505	Effect of certificate of authority
§ 617.1506	Corporate name of foreign corporation
§ 617.1507	Registered office and registered agent of foreign corporation
§ 617.1508	Change of registered office and registered agent of foreign corporation
§ 617.1509	Resignation of registered agent of foreign corporation
§ 617.1510	Service of process, notice, or demand on a foreign corporation
§ 617.1520	Withdrawal of foreign corporation
§ 617.1530	Grounds for revocation of authority to conduct affairs
§ 617.1531	Procedure for and effect of revocation
§ 617.1532	Appeal from revocation
§ 617.1533	Reinstatement following revocation
§ 617.1601	Corporate records
§ 617.1602	Inspection of records by members
§ 617.1603	Scope of inspection right
§ 617.1604	Court-ordered inspection
§ 617.1605	Financial reports for members
§ 617.1606	Access to records
§ 617.1622	Annual report for Department of State
§ 617.1623	Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature
§ 617.1701	Application to existing domestic corporation
§ 617.1702	Application to qualified foreign corporations
§ 617.1703	Application of chapter
§ 617.1711	Application to foreign and interstate commerce
§ 617.1803	Domestication of foreign not-for-profit corporations
§ 617.1805	Corporations for profit; when may become corporations not for profit
§ 617.1806	Conversion to corporation not for profit; petition and contents
§ 617.1807	Conversion to corporation not for profit; authority of circuit judge
§ 617.1808	Application of act to corporation converted to corporation not for profit
§ 617.1904	Estoppel
§ 617.1907	Effect of repeal or amendment of prior acts
§ 617.1908	Applicability of Florida Business Corporation Act
§ 617.2001	Corporations which may be incorporated hereunder; incorporation of certain medical services corporations
§ 617.2002	Corporation not for profit organized pursuant to s. 2, ch. 87-296; requirements
§ 617.2003	Proceedings to revoke articles of incorporation or charter or prevent its use
§ 617.2004	Extinct churches and religious societies; property
§ 617.2005	Extinct churches and religious societies; dissolution
§ 617.2006	Incorporation of labor unions or bodies
§ 617.2007	Sponge packing and marketing corporations
§ 617.2101	Corporation authorized to act as trustee
§ 617.2102	Fines and penalties against members
§ 617.2104	Florida Uniform Prudent Management of Institutional Funds Act
§ 617.2105	Corporation issued a deed to real property

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Questions & Answers: Non-Profit Corporations

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Suzanne, Unless the association has been legally dissolved, it can continue operating, despite problems with its corporate formalities. To use an analogy, Citibank has to file a va...

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Must a vote on an issue be held during a regular membership meeting? If the answer is yes, if a quorum is not met, may the vote still be taken and is it binding?...

Is the board of a 501c3 non-profit obligated to provide minutes to their meetings if requested by a stakeholder? In the event of an animal shelter, would a donor or volunteer be co...

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Comments (4) add comment

Dennis Platt: ...

the president of our Board signed a contract to rent our church on Sunday afternoon to another church without getting our Board's approval. The Board does not want to approve the contract. Can the Board be held liable if it does not accept it or is the president liable?

August 17, 2012

Steven Daily: ...

Dennis,
A church could be liable if its Board President signs a contract on its behalf and then the church violates the contract. Even though the President may not have had actual authority to sign the contract, he/she probably had what the courts refer to as "apparent authority", upon which the other party reasonably relied.

The church's remedy in this case might be to sue the President for exceeding his/her authority.
Steve Daily
LawServer

August 20, 2012

bob Dickerson: ...

Must a vote on an issue be held during a regular membership meeting? If the answer is yes, if a quorum is not met, may the vote still be taken and is it binding?

April 10, 2013

Kim: ...

Is the board of a 501c3 non-profit obligated to provide minutes to their meetings if requested by a stakeholder? In the event of an animal shelter, would a donor or volunteer be considered a stake holder? Is the Board obligated to have a vote at a meeting if they wish to fire an employee (the Executive Director)?

April 19, 2013