607.501 Application and effect of part.— (1) This part applies to a social purpose corporation and does not affect a corporation that is not a social purpose corporation. (2) Except as otherwise provided in this part, this chapter applies generally to all social purpose corporations. (3) A social purpose corporation may be simultaneously subject to this part and to […]
607.502 Definitions.—As used in this part, unless the context otherwise requires, the term: (1) “Benefit director” means: (a) The director designated as the benefit director of a social purpose corporation under s. 607.508; or (b) A person with one or more of the powers, duties, or rights of a benefit director to the extent provided in the articles of […]
607.503 Incorporation.—To incorporate as a social purpose corporation, an incorporator must satisfy the requirements of this chapter, and the articles of incorporation must state that the corporation is a social purpose corporation under this part. History.—s. 9, ch. 2014-209.
607.504 Election of social purpose corporation status.— (1) An existing corporation may become a social purpose corporation under this part by amending its articles of incorporation to include a statement that the corporation is a social purpose corporation under this part. The amendment must be adopted by the minimum status vote. (2) A plan of merger, domestication, conversion, […]
607.505 Termination of social purpose corporation status.— (1) A social purpose corporation may terminate its status as such and cease to be subject to this part by amending its articles of incorporation to delete the provision required under s. 607.503 or s. 607.504. The amendment must be adopted by the minimum status vote. (2) A plan of merger, […]
607.506 Corporate purpose.— (1) A social purpose corporation has the purpose of creating a public benefit. This purpose is in addition to its purpose under s. 607.0301. (2) The articles of incorporation of a social purpose corporation may identify one or more specific public benefits as its purpose in addition to its purposes under subsection (1) and s. […]
607.507 Standard of conduct for directors.— (1) In discharging their duties and in considering the best interests of the social purpose corporation, the directors: (a) Shall consider the effects of any action or inaction upon: 1. The shareholders of the social purpose corporation; and 2. The ability of the social purpose corporation to accomplish its public benefit or any specific […]
607.508 Benefit director.— (1) If the articles of incorporation so provide, the board of directors of a social purpose corporation may include a director who is designated as the benefit director and, in addition to the powers, duties, rights, and immunities of the other directors of the social purpose corporation, has the powers, duties, rights, and immunities […]
607.509 Standard of conduct for officers.— (1) If an officer of a social purpose corporation reasonably believes that a matter may have a material effect on the ability of the corporation to create a public benefit or a specific public benefit identified in the articles of incorporation and the officer has discretion to act on the matter, […]
607.510 Benefit officer.— (1) A social purpose corporation may designate an officer as the benefit officer. (2) The benefit officer has the powers and duties set forth in the bylaws or determined by the board of directors, which may include, but are not limited to: (a) Powers and duties relating to the public benefit or a specific public benefit […]
607.511 Right of action.— (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 […]
607.512 Preparation of annual benefit report.— (1) Unless it is prepared by a benefit director or benefit officer, the board of directors shall prepare an annual benefit report. The annual benefit report must include all of the following: (a) A narrative description of: 1. The ways in which the social purpose corporation pursued a public benefit during the year […]
607.513 Availability of annual benefit report.— (1) Each social purpose corporation shall send its annual benefit report to each shareholder: (a) Within 120 days after the end of the fiscal year of the social purpose corporation; or (b) At the same time that the social purpose corporation delivers any other annual report to its shareholders. (2) A social purpose corporation […]
