(1)(a) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a social purpose corporation or its directors or officers with respect to:

1. A failure to pursue or create a public benefit or a specific public benefit set forth in its articles of incorporation; or
2. A violation of an obligation, duty, or standard of conduct under this part.

Terms Used In Florida Statutes 607.511

  • Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
  • Benefit enforcement proceeding: means a claim or action for:
    (a) The failure of a social purpose corporation to pursue or create a public benefit or a specific public benefit established in its articles of incorporation; or
    (b) A violation of any obligation, duty, or standard of conduct under this part. See Florida Statutes 607.502
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: includes an individual and an entity. See Florida Statutes 607.01401
  • Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
  • Public benefit: means a positive effect, or the minimization of negative effects, taken as a whole, on the environment or on one or more categories of persons or entities, other than shareholders in their capacity as shareholders, of an artistic, charitable, economic, educational, cultural, literary, religious, social, ecological, or scientific nature, from the business and operations of a social purpose corporation. See Florida Statutes 607.502
  • Shareholder: means a record shareholder. See Florida Statutes 607.01401
  • Social purpose corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a social purpose corporation has not been terminated. See Florida Statutes 607.502
  • Specific public benefit: means a benefit identified as a purpose of the social purpose corporation which is set forth in the articles of incorporation and is consistent with a public benefit. See Florida Statutes 607.502
  • Subsidiary: means , in relation to a person other than an individual, an entity in which the person owns beneficially or of record 50 percent or more of the outstanding equity interests. See Florida Statutes 607.502
(b) A social purpose corporation is not liable for monetary damages under this part for the failure of the social purpose corporation to pursue or create a public benefit or a specific public benefit.
(2) A benefit enforcement proceeding may be commenced or maintained only:

(a) Directly by the social purpose corporation; or
(b) Derivatively by:

1. A shareholder of record on the date of the action or inaction complained of in the benefit enforcement proceeding;
2. A director;
3. A person or group of persons that owns beneficially or of record 5 percent or more of the outstanding equity interests in an entity of which the social purpose corporation is a subsidiary on the date of the action or inaction complained of in the benefit enforcement proceeding; or
4. Any other person who is specified in the articles of incorporation or bylaws of the social purpose corporation.
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