617.0207 Emergency bylaws.— (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including: (a) Procedures for calling a meeting of the board of […]
617.0301 Purposes and application.—Corporations may be organized under this act for any lawful purpose or purposes not for pecuniary profit and not specifically prohibited to corporations under other laws of this state. Such purposes include, without limitation, charitable, benevolent, eleemosynary, educational, historical, civic, patriotic, political, religious, social, fraternal, literary, cultural, athletic, scientific, agricultural, horticultural, animal husbandry, […]
617.0302 Corporate powers.—Every corporation not for profit organized under this chapter, unless otherwise provided in its articles of incorporation or bylaws, shall have power to: (1) Have succession by its corporate name for the period set forth in its articles of incorporation. (2) Sue and be sued and appear and defend in all actions and proceedings in its […]
617.0303 Emergency powers.— (1) In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) Relocate the principal office or designate alternative principal offices or regional offices or authorize the officers to do […]
617.0304 Ultra vires.— (1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation’s power to act may […]
617.0401 Corporate name.— (1) A corporate name: (a) Must contain the word “corporation” or “incorporated” or the abbreviation “Corp.” or “Inc.” or words or abbreviations of like import in language as will clearly indicate that it is a corporation instead of a natural person, unincorporated association, or partnership. The name of the corporation may not contain the word […]
617.0403 Registered name; application; renewal; revocation.— (1) A foreign corporation may register its corporate name, or its corporate name with any addition required by s. 617.1506, if the name is distinguishable upon the records of the Department of State from the corporate names that are not available under s. 617.0401(1)(e). (2) A foreign corporation registers its corporate name, […]
617.0501 Registered office and registered agent.— (1) Each corporation shall have and continuously maintain in this state: (a) A registered office which may be the same as its principal office; and (b) A registered agent, who may be either: 1. An individual who resides in this state whose business office is identical with such registered office; or 2.a. Another domestic entity […]
617.05015 Reserved name.— (1) A person may reserve the exclusive use of the name of a corporation, including an alternate name for a foreign corporation whose name is not available, by delivering an application to the department for filing. The application must set forth the name and address of the applicant and the name proposed to be […]
617.0502 Change of registered office or registered agent; resignation of registered agent.— (1) A corporation may change its registered office or its registered agent upon filing with the Department of State a statement of change setting forth: (a) The name of the corporation; (b) The street address of its current registered office; (c) If the current registered office is to […]
617.0503 Registered agent; duties; confidentiality of investigation records.— (1)(a) Each corporation, foreign corporation, or alien business organization that owns real property located in this state, that owns a mortgage on real property located in this state, or that transacts business in this state shall have and continuously maintain in this state a registered office and a registered […]
617.0504 1Service of process, notice, or demand on a corporation.— 1(1) Process against any corporation may be served in accordance with chapter 48 or chapter 49. (2) Any notice to or demand on a corporation made pursuant to this act may be made to the chair of the board, the president, any vice president, the secretary, the treasurer, […]
617.0505 Distributions; exceptions.—Except as authorized in s. 617.1302, a corporation may not make distributions to its members, directors, or officers. (1) A mutual benefit corporation, such as a private club that is established for social, pleasure, or recreational purposes and that is organized as a corporation of which the equity interests are held by the members, may, […]
617.0601 Members, generally.— (1)(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the qualifications and rights of the members of each class, any quorum and voting requirements for meetings and activities of the […]
617.0604 Liability of members.— (1) A member of a corporation is not, as such, personally liable for any act, debt, liability, or obligation of the corporation. (2) A member may become liable to the corporation for dues, assessments, or fees as provided by law. History.—s. 55, ch. 93-281.
617.0605 Transfer of membership interests.— (1) A member of a corporation may not transfer a membership or any right arising from membership except as otherwise allowed in this section. (2) Except as set forth in the articles of incorporation or bylaws of a mutual benefit corporation, a member of a mutual benefit corporation may not transfer a membership […]
617.0606 Resignation of members.— (1) Except as may be provided in the articles of incorporation or bylaws of a corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership. (2) The resignation of a member does not relieve the member from any obligations that the member may have to […]
617.0607 Termination, expulsion, and suspension.— (1) A member of a corporation may not be expelled or suspended, and a membership in the corporation may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. (2) Any written notice given by mail must be delivered by certified […]
617.0608 Purchase of memberships.— (1) A corporation may not purchase any of its memberships or any right arising from membership except as provided in s. 617.0505 or subsection (2). (2) Subject to s. 617.1302, a mutual benefit corporation may purchase the membership of a member who resigns, or whose membership is terminated, for the amount and pursuant to […]
617.0701 Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.— (1) The frequency of all meetings of members, the time and manner of notice of such meetings, the conduct and adjournment of such meetings, the determination of members entitled to notice or to vote […]
