Florida HB 797: Nonprofit Corporations

Bill Text

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An act relating to nonprofit corporations; amending s. 2
617.01011, F.S.; renaming the "Florida Not For Profit 3
Corporation Act" as the "Florida Nonprofit Corporation 4
Act"; amending s. 617.01201, F.S.; providing 5
applicability; providing that provisions of a plan or 6
filed document may not be made dependent upon facts 7
outside the plan or filed document; requiring a 8
corporation to file articles of amendment with the 9
Department of State under certain circumstances; 10
providing that articles of amendment are deemed to be 11
authorized by the authorization of the original filed 12
document to which they relate; providing that such 13
articles of amendment may be filed by the corporation 14
without further action by the board of directors or 15
the members; defining the terms "filed document" and 16
"plan"; making technical changes; amending s. 17
617.0123, F.S.; providing that a document accepted for 18
filing may specify an effective time and a delayed 19
effective date; providing that a previous effective 20
date may be specified in the initial articles of 21
incorporation if such date is within a specified 22
timeframe; specifying when a document accepted for 23
filing is effective; providing that the date or time 24
at which a document is filed is the time and date at 25

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the place of filing in this state; amending s. 26
617.0124, F.S.; revising the circumstances in which a 27
domestic or foreign corporation may correct a document 28
filed with the department; prohibiting articles of 29
correction from containing a delayed effective date 30
for the correction; authorizing a corporation to 31
withdraw a filing delivered to the department before 32
it takes effect by delivering a withdrawal statement 33
to the department for filing; specifying what 34
information must be included in a withdrawal 35
statement; providing that the action or transaction 36
evidenced by the original filing does not take effect 37
upon the filing of a withdrawal statement by the 38
department; amending s. 617.0126, F.S.; revising what 39
a domestic or foreign corporation may do if the 40
department refuses to file a document delivered to its 41
office for filing; amending s. 617.0127, F.S.; 42
requiring all courts, public offices, and official 43
bodies to receive all certificates issued by the 44
department as prima facie evidence of certain facts; 45
amending s. 617.0128, F.S.; requiring the department 46
to issue, upon request, a certificate of status for a 47
domestic corporation or a certificate of authorization 48
for a foreign corporation; amending s. 617.01301, 49
F.S.; revising who must answer interrogatories 50

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directed at a corporation; making technical changes; 51
amending s. 617.01401, F.S.; defining, revising, and 52
deleting terms; amending s. 617.0141, F.S.; requiring 53
written and oral notice to be communicated in a 54
specified manner; making technical changes; creating 55
s. 617.0143, F.S.; defining terms; providing that a 56
director is not automatically prevented from being a 57
qualified director under certain circumstances; 58
amending s. 617.0202, F.S.; revising the contents of 59
the articles of incorporation; amending s. 617.0204, 60
F.S.; deleting an exception for liability for 61
preincorporation transactions; amending s. 617.0206, 62
F.S.; providing an exception when the initial bylaws 63
of a corporation must be adopted by its board of 64
directors; amending s. 617.0302, F.S.; revising the 65
corporate powers of nonprofit corporations; amending 66
s. 617.0304, F.S.; making technical changes; amending 67
s. 617.0401, F.S.; authorizing a corporation to 68
register under a name that is not otherwise 69
distinguishable on the records of the department under 70
certain circumstances; providing that the corporate 71
name as filed with the department is for public notice 72
only and does not alone create any presumption of 73
ownership of such name; providing applicability; 74
amending s. 617.0403, F.S.; authorizing a foreign 75

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corporation that has registered its name to conduct 76
its affairs in this state; making technical changes; 77
amending s. 617.0501, F.S.; specifying the duties of a 78
registered agent; deleting th