Bill Text: FL S0838 | 2020 | Regular Session | Enrolled


Bill Title: Business Organizations

Spectrum: Bipartisan Bill

Status: (Passed) 2020-06-19 - Chapter No. 2020-32 [S0838 Detail]

Download: Florida-2020-S0838-Enrolled.html
       ENROLLED
       2020 Legislature                                   CS for SB 838
       
       
       
       
       
       
                                                              2020838er
    1  
    2         An act relating to business organizations; amending s.
    3         607.0120, F.S.; making technical changes; amending s.
    4         607.0123, F.S.; specifying that certain documents
    5         accepted by the Department of State for filing are
    6         effective on the date the documents are accepted by
    7         the department; making technical changes; amending ss.
    8         607.0125, 607.0127, 607.01401, 607.0141, 607.0501, and
    9         607.0601, F.S.; making technical changes; amending s.
   10         607.0602, F.S.; revising the authority of a board of
   11         directors to reclassify certain unissued shares;
   12         amending ss. 607.0620, 607.0623, 607.0630, 607.0704,
   13         607.0705, 607.0707, 607.0720, 607.0721, 607.0732, and
   14         607.0750, F.S.; making technical changes; amending s.
   15         607.0808, F.S.; revising the required contents of a
   16         meeting notice relating to the removal of a director
   17         by shareholders; amending s. 607.0832, F.S.; making a
   18         technical change; amending s. 607.0850, F.S.; revising
   19         the definition of the term “expenses”; amending ss.
   20         607.0855 and 607.0858, F.S.; making technical changes;
   21         amending s. 607.0901, F.S.; revising definitions;
   22         amending ss. 607.1002 and 607.1003, F.S.; making
   23         technical changes; amending s. 607.1102, F.S.;
   24         authorizing a domestic corporation to acquire one or
   25         more classes or series of shares under certain
   26         circumstances; amending ss. 607.1103, 607.11035,
   27         607.11045, 607.1106, and 607.11920, F.S.; making
   28         technical changes; amending s. 607.11921, F.S.;
   29         revising an exception for the procedure to approve a
   30         plan of domestication; making a technical change;
   31         amending ss. 607.11923 and 607.11924, F.S.; making
   32         technical changes; amending s. 607.11932, F.S.;
   33         revising an exception for the procedure to approve a
   34         plan of conversion; making a technical change;
   35         amending ss. 607.11933, 607.11935, 607.1202, 607.1301,
   36         607.1302, 607.1303, 607.1320, 607.1333, 607.1340,
   37         607.1403, 607.1406, 607.1422, 607.1430, 607.1431,
   38         607.1432, 607.14401, 607.1501, 607.1502, 607.1503,
   39         607.1504, 607.1505, 607.1507, 607.1509, 607.15091,
   40         607.15101, 607.1520, 607.1602, 607.1604, and 607.1622,
   41         F.S.; making technical changes; creating s. 607.1703,
   42         F.S.; authorizing the department to direct certain
   43         interrogatories to certain corporations and to
   44         officers or directors of certain corporations;
   45         providing requirements for answering the
   46         interrogatories; providing requirements for the
   47         department relating to interrogatories; authorizing
   48         the department to bring certain actions; authorizing
   49         the department to file a lis pendens against certain
   50         property and to certify certain findings to the
   51         Department of Legal Affairs; amending ss. 607.1907,
   52         607.504, and 605.0116, F.S.; making technical changes;
   53         amending s. 605.0207, F.S.; specifying that certain
   54         documents accepted by the department for filing are
   55         effective on the date the records are accepted by the
   56         department; making a technical change; amending ss.
   57         605.0215, 605.0702, 605.0716, 605.1104, and 617.0501,
   58         F.S.; making technical changes; amending s. 617.0825,
   59         F.S.; authorizing a board of directors to appoint
   60         persons to serve on certain committees; requiring that
   61         a majority of the persons on such committees be
   62         directors; providing exceptions; making technical
   63         changes; providing responsibilities and duties for
   64         non-director committee members; authorizing a
   65         corporation to create or authorize the creation of
   66         advisory committees; specifying an advisory committee
   67         is not a committee of the board of directors;
   68         providing prohibitions and authorizations for advisory
   69         committees; providing applicability; providing an
   70         effective date.
   71          
   72  Be It Enacted by the Legislature of the State of Florida:
   73  
   74         Section 1. Subsection (10) of section 607.0120, Florida
   75  Statutes, is amended to read:
   76         607.0120 Filing requirements.—
   77         (10) When the document is delivered to the department for
   78  filing, the correct filing fee, and any other tax, license fee,
   79  or penalty required to be paid by this chapter act or other law
   80  shall be paid or provision for payment made in a manner
   81  permitted by the department.
   82         Section 2. Subsections (1) and (2) of section 607.0123,
   83  Florida Statutes, are amended to read:
   84         607.0123 Effective time and date of document.—Except as
   85  otherwise provided in s. 607.0124(5), and subject to s.
   86  607.0124(4), any document delivered to the department for filing
   87  under this chapter may specify an effective time and a delayed
   88  effective date. In the case of initial articles of
   89  incorporation, a prior effective date may be specified in the
   90  articles of incorporation if such date is within 5 business days
   91  before the date of filing.
   92         (1) Subject to s. 607.0124, a document accepted for filing
   93  is effective:
   94         (a) If the record filed filing does not specify an
   95  effective time and does not specify a prior or a delayed
   96  effective date, on the date and at the time the record filing is
   97  accepted, as evidenced by the department’s endorsement of the
   98  date and time on the filing.
   99         (b) If the record filed filing specifies an effective time,
  100  but not a prior or delayed effective date, on the date the
  101  record filing is accepted, as evidenced by the department’s
  102  endorsement, and filed at the time specified in the filing.
  103         (c) If the record filed filing specifies a delayed
  104  effective date, but not an effective time, at 12:01 a.m. on the
  105  earlier of:
  106         1. The specified date; or
  107         2. The 90th day after the date the record is filed of the
  108  filing.
  109         (d) If the record filed filing specifies a delayed
  110  effective date and an effective time, at the specified time on
  111  the earlier of:
  112         1. The specified date; or
  113         2. The 90th day after the date the record is filed of the
  114  filing.
  115         (e) If the record filed filing is of initial articles of
  116  incorporation and specifies an effective date before the date of
  117  the filing, but no effective time, at 12:01 a.m. on the later
  118  of:
  119         1. The specified date; or
  120         2. The 5th business day before the date of the record is
  121  filed filing.
  122         (f) If the record filed filing is of initial articles of
  123  incorporation and specifies an effective time and an effective
  124  date before the date of the filing, at the specified time on the
  125  later of:
  126         1. The specified date; or
  127         2. The 5th business day before the date the record is filed
  128  of the filing.
  129         (2) If the record filed a filed document does not specify
  130  the time zone or place at which the date or time, or both, is to
  131  be determined, the date or time, or both, at which it becomes
  132  effective shall be those prevailing at the place of filing in
  133  this state.
  134         Section 3. Subsection (3) of section 607.0125, Florida
  135  Statutes, is amended to read:
  136         607.0125 Filing duties of the department.—
  137         (3) If the department refuses to file a document, the
  138  department shall return the document to the domestic or foreign
  139  corporation or its authorized representative within 15 days
  140  after the document was received for filing, together with a
  141  brief, written explanation of the reason for refusal.
  142         Section 4. Section 607.0127, Florida Statutes, is amended
  143  to read:
  144         607.0127 Certificates to be received in evidence;
  145  evidentiary effect of certified copy of filed document.—All
  146  certificates issued by the department pursuant to this chapter
  147  must be taken and received in all courts, public offices, and
  148  official bodies as prima facie evidence of the facts stated. A
  149  certificate the department delivered with a copy of a document
  150  filed by the department, bearing the signature of the secretary
  151  of state, which may be in facsimile, and the seal of this the
  152  state, is conclusive evidence that the original document is on
  153  file with the department.
  154         Section 5. Subsections (1), (2), (22), (51), (61), and (63)
  155  of section 607.01401, Florida Statutes, are amended to read:
  156         607.01401 Definitions.—As used in this chapter, unless the
  157  context otherwise requires, the term:
  158         (1) “Acquired eligible entity” means the a domestic or
  159  foreign eligible entity that will have all of one or more
  160  classes or series of its shares or eligible interests acquired
  161  in a share exchange.
  162         (2) “Acquiring eligible entity” means the a domestic or
  163  foreign eligible entity that will acquire all of one or more
  164  classes or series of shares or eligible interests of the
  165  acquired eligible entity in a share exchange.
  166         (22) “Domesticating corporation” means the a domestic
  167  corporation that approves a plan of domestication pursuant to s.
  168  607.11921, or the a foreign corporation that approves a
  169  domestication pursuant to the organic law of the foreign
  170  corporation.
  171         (51) “New interest holder liability,” in the context of a
  172  merger or share exchange, means interest holder liability of a
  173  person resulting from a merger or share exchange that is:
  174         (a) In respect of an eligible entity which is different
  175  from the eligible entity and not the same eligible entity in
  176  which the person held shares or eligible interests, immediately
  177  before the merger or share exchange became effective; or
  178         (b) In respect of the same eligible entity as the one in
  179  which the person held shares or eligible interests, immediately
  180  before the merger or share exchange became effective if:
  181         1. The person did not have interest holder liability
  182  immediately before the merger or share exchange became
  183  effective; or
  184         2. The person had interest holder liability immediately
  185  before the merger or share exchange became effective, the terms
  186  and conditions of which were changed when the merger or share
  187  exchange became effective.
  188         (61) “Public organic record” means a record, the filing of
  189  which by a governmental body is required to form an entity, and
  190  or an amendment to or restatement of such record. Where a public
  191  organic record has been amended or restated, the term means the
  192  public organic record as last amended or restated. The term
  193  includes the following:
  194         (a) The articles of incorporation of a corporation for
  195  profit;
  196         (b) The articles of incorporation of a nonprofit
  197  corporation;
  198         (c) The certificate of limited partnership of a limited
  199  partnership;
  200         (d) The articles of organization, certificate of
  201  organization, or certificate of formation of a limited liability
  202  company;
  203         (e) The articles of incorporation of a general cooperative
  204  association or a limited cooperative association;
  205         (f) The certificate of trust of a statutory trust or
  206  similar record of a business trust; or
  207         (g) The articles of incorporation of a real estate
  208  investment trust.
  209         (63) “Record date” means the date fixed for determining the
  210  identity of the corporation’s shareholders and their share
  211  holdings for purposes of this chapter. Unless another time is
  212  specified when the record date is fixed, the determination shall
  213  be made as of the close of the business at the principal office
  214  of the corporation on the date so fixed.
  215         Section 6. Subsections (4) and (11) of section 607.0141,
  216  Florida Statutes, are amended to read:
  217         607.0141 Notice.—
  218         (4) Written notice to a domestic corporation or to a
  219  foreign corporation authorized to transact business in this
  220  state may be addressed:
  221         (a) To its registered agent at the domestic corporation’s
  222  or foreign corporation’s registered office; or
  223         (b) To the domestic corporation or foreign corporation or
  224  to the domestic corporation’s or foreign corporation’s secretary
  225  at the domestic corporation’s or foreign corporation’s principal
  226  office or electronic mail address as authorized and shown in its
  227  most recent annual report or, in the case of a domestic
  228  corporation or foreign corporation that has not yet delivered an
  229  annual report, in a domestic corporation’s articles of
  230  incorporation or in a foreign corporation’s application for
  231  certificate of authority.
  232         (11) If this chapter act prescribes requirements for
  233  notices or other communications in particular circumstances,
  234  those requirements govern. If articles of incorporation or
  235  bylaws prescribe requirements for notices or other
  236  communications not less stringent than the requirements of this
  237  section or other provisions of this chapter act, those
  238  requirements govern. The articles of incorporation or bylaws may
  239  authorize or require delivery of notices of meetings of
  240  directors by electronic transmission.
  241         Section 7. Subsections (1) and (5) of section 607.0501,
  242  Florida Statutes, are amended to read:
  243         607.0501 Registered office and registered agent.—
  244         (1) Each corporation shall designate and continuously
  245  maintain in this state:
  246         (a) A registered office, which may be the same as its place
  247  of business in this state; and
  248         (b) A registered agent, which must be:
  249         1. An individual who resides in this state whose business
  250  address is identical to the address of the registered office;
  251         2. Another domestic entity that is an authorized entity and
  252  whose business address is identical to the address of the
  253  registered office; or
  254         3. A foreign entity authorized to transact business in this
  255  state which is an authorized entity and whose business address
  256  is identical to the address of the registered office.
  257         (5) The department shall maintain an accurate record of the
  258  registered agent agents and registered office for service of
  259  process and shall promptly furnish any information disclosed
  260  thereby upon request and payment of the required fee.
  261         Section 8. Subsection (2) of section 607.0601, Florida
  262  Statutes, is amended to read:
  263         607.0601 Authorized shares.—
  264         (2) The articles of incorporation must authorize:
  265         (a) One or more classes or series of shares that together
  266  have unlimited voting rights, and
  267         (b) One or more classes or series of shares (which may be
  268  the same class or series or classes or series as those with
  269  voting rights) that together are entitled to receive the net
  270  assets of the corporation upon dissolution.
  271         Section 9. Subsection (1) of section 607.0602, Florida
  272  Statutes, is amended to read:
  273         607.0602 Terms of class or series determined by board of
  274  directors.—
  275         (1) If the articles of incorporation so provide, the board
  276  of directors is authorized, without shareholder approval, to:
  277         (a) Classify any unissued shares into one or more classes
  278  or into one or more series within a class;
  279         (b) Reclassify any unissued shares of any class into one or
  280  more classes or into one or more series within a class one or
  281  more classes; or
  282         (c) Reclassify any unissued shares of any series of any
  283  class into one or more classes or into one or more series within
  284  a class.
  285         Section 10. Subsection (5) of section 607.0620, Florida
  286  Statutes, is amended to read:
  287         607.0620 Subscriptions for shares.—
  288         (5) If a subscriber defaults in payment of money or
  289  property under a subscription agreement entered into before
  290  incorporation, the corporation may collect the amount owed as
  291  any other debt. Alternatively, unless the subscription agreement
  292  provides otherwise, the corporation may rescind the agreement
  293  and may sell the shares if the debt remains unpaid more than 20
  294  days after the corporation delivers written demand for payment
  295  to the subscriber. If the subscription agreement is rescinded
  296  and the shares sold, then, notwithstanding the rescission, the
  297  defaulting subscriber or his, or her, or its legal
  298  representative shall be entitled to be paid the excess of the
  299  sale proceeds over the sum of the amount due and unpaid on the
  300  subscription and the reasonable expenses incurred in selling the
  301  shares, but in no event shall the defaulting subscriber or his,
  302  or her, or its legal representative be entitled to be paid an
  303  amount greater than the amount paid by the subscriber on the
  304  subscription.
  305         Section 11. Subsection (1) of section 607.0623, Florida
  306  Statutes, is amended to read:
  307         607.0623 Share dividends.—
  308         (1) Unless the articles of incorporation provide otherwise,
  309  shares may be issued pro rata and without consideration to the
  310  corporation’s shareholders or to the shareholders of one or more
  311  classes or series of or shares. An issuance of shares under this
  312  subsection is a share dividend.
  313         Section 12. Paragraphs (c) and (d) of subsection (2) of
  314  section 607.0630, Florida Statutes, are amended to read:
  315         607.0630 Shareholders’ preemptive rights.—
  316         (2) A statement included in the articles of incorporation
  317  that “the corporation elects to have preemptive rights” (or
  318  words of similar import) means that the following principles
  319  apply except to the extent the articles of incorporation
  320  expressly provide otherwise:
  321         (c) There is no preemptive right with respect to:
  322         1. Shares issued as compensation to directors, officers,
  323  agents, or employees of the corporation, its subsidiaries, or
  324  its affiliates;
  325         2. Shares issued to satisfy conversion or option rights
  326  created to provide compensation to directors, officers, agents,
  327  or employees of the corporation, its subsidiaries, or its
  328  affiliates;
  329         3. Shares authorized in the articles of incorporation that
  330  are issued within 6 months from the effective date of
  331  incorporation;
  332         4. Shares issued pursuant to a plan of reorganization
  333  approved by a court of competent jurisdiction pursuant to a law
  334  of this state or of the United States; or
  335         5. Shares issued for consideration other than money.
  336         (d) Holders of shares of any class or series without
  337  general voting rights but with preferential rights to
  338  distributions to receive the net assets upon dissolution have no
  339  preemptive rights with respect to shares of any class or series.
  340         Section 13. Subsection (7) of section 607.0704, Florida
  341  Statutes, is amended to read:
  342         607.0704 Action by shareholders without a meeting.—
  343         (7) The notice requirements in subsection (3) do not delay
  344  the effectiveness of actions taken by written consent, and a
  345  failure to comply with such notice requirement does not
  346  invalidate actions taken by written consent. This subsection
  347  shall may not be deemed to limit judicial power to fashion any
  348  appropriate remedy in favor of a shareholder adversely affected
  349  by a failure to give such notice within the required time
  350  period.
  351         Section 14. Subsection (5) of section 607.0705, Florida
  352  Statutes, is amended to read:
  353         607.0705 Notice of meeting.—
  354         (5) Notwithstanding the foregoing, whenever notice is
  355  required to be given to any shareholder under this chapter or
  356  the articles of incorporation or bylaws of any corporation to
  357  whom:
  358         (a) Notice of two consecutive annual meetings, and all
  359  notices of meetings or the taking of action by written consent
  360  without a meeting to such person during the period between such
  361  two consecutive annual meetings; or
  362         (b) All, and at least two payments checks in payment of
  363  dividends or interest on securities during a 12-month period,
  364  
  365  have been sent by first-class United States mail, addressed to
  366  the shareholder at such person’s address as it appears in the
  367  record of shareholders of the corporation, maintained in
  368  accordance with s. 607.1601(4), and returned undeliverable, then
  369  the giving of such notice to such person shall not be required.
  370  Any action or meeting which is taken or held without notice to
  371  such person has the same force and effect as if such notice has
  372  been duly given. If any such person delivers to the corporation
  373  a written notice setting forth such person’s then current
  374  address, the requirement that a notice be given to such person
  375  with respect to future notices shall be reinstated.
  376         Section 15. Subsections (2), (9), and (10) of section
  377  607.0707, Florida Statutes, are amended to read:
  378         607.0707 Record date.—
  379         (2) If not otherwise provided by or pursuant to the bylaws,
  380  the record date for determining shareholders entitled to demand
  381  a special meeting is the date the first shareholder delivers his
  382  or her demand to the corporation.
  383         (9) Shares of a corporation’s own stock acquired by the
  384  corporation between the record date for determining shareholders
  385  entitled to notice of or to vote at a meeting of shareholders
  386  and the time of the meeting may be voted on at the meeting by
  387  the holder of record as of the record date and shall be counted
  388  in determining the total number of outstanding shares entitled
  389  to be voted at the meeting.
  390         (2)(10) If not otherwise fixed under s. 607.0703 or
  391  otherwise provided by or pursuant to the bylaws, the record date
  392  for determining shareholders entitled to demand a special
  393  meeting is the earliest date on which a signed shareholder
  394  demand is delivered to the corporation. A written demand for a
  395  special meeting is not effective unless, within 60 days of the
  396  earliest date on which such a demand delivered to the
  397  corporation as required by s. 607.0702 was signed, written
  398  demands signed by shareholders holding at least the percentage
  399  of votes specified in or fixed in accordance with s.
  400  607.0702(1)(b) have been delivered to the corporation.
  401         Section 16. Subsection (2) of section 607.0720, Florida
  402  Statutes, is amended to read:
  403         607.0720 Shareholders’ list for meeting.—
  404         (2) The shareholders’ list for notice must be available for
  405  inspection by any shareholder for a period of 10 days prior to
  406  the meeting or such shorter time as exists between the record
  407  date and the meeting and continuing through the meeting at the
  408  corporation’s principal office, at a place identified in the
  409  meeting notice in the city where the meeting will be held, or at
  410  the office of the corporation’s transfer agent or registrar. Any
  411  separate shareholders’ list for voting, if different, must be
  412  similarly available for inspection promptly after the record
  413  date for voting. A shareholder or the shareholder’s agent or
  414  attorney is entitled on written demand to inspect and, subject
  415  to the requirements of s. 607.1602(3), copy a list during
  416  regular business hours and at his, or her, or its expense,
  417  during the period it is available for inspection.
  418         Section 17. Subsection (3) of section 607.0721, Florida
  419  Statutes, is amended to read:
  420         607.0721 Voting entitlement of shares.—
  421         (3) Shares held by the corporation in a fiduciary capacity
  422  for the benefit of any person are entitled to vote unless they
  423  are held for the benefit of, or otherwise belong to, the
  424  corporation directly, or indirectly through an entity of which a
  425  majority of the voting power is held directly or indirectly by
  426  the corporation or which is otherwise controlled by the
  427  corporation. For the purposes of this section subsection,
  428  “voting power” means the current power to vote in the election
  429  of directors of a corporation or to elect, select, or appoint
  430  those persons who will govern another entity.
  431         Section 18. Subsection (2) of section 607.0732, Florida
  432  Statutes, is amended to read:
  433         607.0732 Shareholder agreements.—
  434         (2) An agreement authorized by this section shall be:
  435         (a)1. Set forth or referenced in the articles of
  436  incorporation or bylaws and approved by all persons who are
  437  shareholders at the time of the agreement; or
  438         2. Set forth in a written agreement that is signed by all
  439  persons who are shareholders at the time of the agreement and
  440  such written agreement is made known to the corporation; and
  441         (b) Subject to termination or amendment only by all persons
  442  who are shareholders at the time of the termination or
  443  amendment, unless the agreement provides otherwise.
  444         Section 19. Subsection (1) of section 607.0750, Florida
  445  Statutes, is amended to read:
  446         607.0750 Direct action by shareholder.—
  447         (1) Subject to subsection (2), a shareholder may maintain a
  448  direct action against another shareholder, an officer, a
  449  director, or the company, to enforce the shareholder’s rights
  450  and otherwise protect the shareholder’s interests, including
  451  rights and interests under the articles of incorporation, the
  452  bylaws or this chapter or arising independently of the
  453  shareholder relationship.
  454         Section 20. Subsection (4) of section 607.0808, Florida
  455  Statutes, is amended to read:
  456         607.0808 Removal of directors by shareholders.—
  457         (4) A director may be removed by the shareholders only at a
  458  meeting of shareholders called for the purpose of removing the
  459  director, and the meeting notice must state that the removal of
  460  the director is the purpose, or one of the purposes, of the
  461  meeting.
  462         Section 21. Subsection (7) of section 607.0832, Florida
  463  Statutes, is amended to read:
  464         607.0832 Director conflicts of interest.—
  465         (7) If Where shareholders’ action under this section does
  466  not satisfy a quorum or voting requirement applicable to the
  467  authorization of the transaction by shareholders as required by
  468  the articles of incorporation, the bylaws, this chapter, or any
  469  other law, an action to satisfy those authorization
  470  requirements, whether as part of the same action or by way of
  471  another action, must be taken by the shareholders in order to
  472  authorize the transaction. In such action, the vote or consent
  473  of shareholders who are not disinterested shareholders may be
  474  counted.
  475         Section 22. Subsection (4) of section 607.0850, Florida
  476  Statutes, is amended to read:
  477         607.0850 Definitions.—In ss. 607.0850-607.0859, the term:
  478         (4) “Expenses” includes reasonable attorney fees and
  479  expenses, including those incurred in connection with any
  480  appeal.
  481         Section 23. Subsection (2) of section 607.0855, Florida
  482  Statutes, is amended to read:
  483         607.0855 Determination and authorization of
  484  indemnification.—
  485         (2) The determination shall be made:
  486         (a) If there are two or more qualified directors, by the
  487  board of directors by a majority vote of all of the qualified
  488  directors, a majority of whom shall for such purposes constitute
  489  a quorum, or by a majority of the members of a committee of two
  490  or more qualified directors appointed by such a vote; or
  491         (b) By independent special legal counsel:
  492         1. Selected in the manner prescribed by paragraph (a); or
  493         2. If there are fewer than two qualified directors,
  494  selected by the board of directors, in which selection directors
  495  who are not qualified directors may participate; or
  496         (c) By the shareholders, but shares owned by or voted under
  497  the control of a director or officer who, at the time of the
  498  determination, is not a qualified director or an officer who is
  499  a party to the proceeding may not be counted as votes in favor
  500  of the determination.
  501         Section 24. Subsection (1) of section 607.0858, Florida
  502  Statutes, is amended to read:
  503         607.0858 Variation by corporate action; application of ss.
  504  607.0850-607.0859.—
  505         (1) The indemnification provided pursuant to ss. 607.0851
  506  and 607.0852 and the advancement of expenses provided pursuant
  507  to s. 607.0853 are not exclusive, and a corporation may, by a
  508  provision in its articles of incorporation, bylaws, or any
  509  agreement, or by vote of shareholders or disinterested
  510  directors, or otherwise, obligate itself in advance of the act
  511  or omission giving rise to a proceeding to provide any other or
  512  further indemnification or advancement of expenses to any of its
  513  directors or officers. Any such obligatory provision shall be
  514  deemed to satisfy the requirements for authorization referred to
  515  in ss. 607.0853(3) and 607.0855(3). Any such provision that
  516  obligates the corporation to provide indemnification to the
  517  fullest extent permitted by law shall be deemed to obligate the
  518  corporation to advance funds to pay for or reimburse expenses in
  519  accordance with s. 607.0853 to the fullest extent permitted by
  520  law, unless the provision specifically provides otherwise.
  521         Section 25. Paragraph (f) of subsection (1) of section
  522  607.0901, Florida Statutes, is amended to read:
  523         607.0901 Affiliated transactions.—
  524         (1) For purposes of this section:
  525         (f) “Control,” “controlling,” “controlled by,” and “under
  526  common control with” mean the possession, directly or
  527  indirectly, through the ownership of voting interests shares, by
  528  contract, arrangement, understanding, relationship, or
  529  otherwise, of the power to direct or cause the direction of the
  530  management and policies of a person. A person who is the owner
  531  of 20 percent or more of the outstanding voting interests shares
  532  of any corporation, partnership, unincorporated association, or
  533  other entity is presumed to have control of such entity, in the
  534  absence of proof by a preponderance of the evidence to the
  535  contrary. Notwithstanding the foregoing, a person shall not be
  536  deemed to have control of an entity if such person holds voting
  537  interests shares, in good faith and not for the purpose of
  538  circumventing this section, as an agent, bank, broker, nominee,
  539  custodian, or trustee for one or more beneficial owners who do
  540  not individually or as a group have control of such entity.
  541         Section 26. Subsection (11) of section 607.1002, Florida
  542  Statutes, is amended to read:
  543         607.1002 Amendment by board of directors.—Unless the
  544  articles of incorporation provide otherwise, a corporation’s
  545  board of directors may adopt one or more amendments to the
  546  corporation’s articles of incorporation without shareholder
  547  approval:
  548         (11) To make any other change expressly permitted by this
  549  chapter act to be made without shareholder approval.
  550         Section 27. Paragraph (a) of subsection (2) and subsections
  551  (4) and (5) of section 607.1003, Florida Statutes, are amended
  552  to read:
  553         607.1003 Amendment by board of directors and shareholders.
  554  If a corporation has issued shares, an amendment to the articles
  555  of incorporation shall be adopted in the following manner:
  556         (2)(a) Except as provided in s. ss. 607.1002, s. 607.10025,
  557  s. and 607.1008, or and, with respect to restatements that do
  558  not require shareholder approval, s. 607.1007, the amendment
  559  shall then be approved by the shareholders.
  560         (4) If the amendment is required to be approved by the
  561  shareholders, and the approval is to be given at a meeting, the
  562  corporation must notify each shareholder, whether or not
  563  entitled to vote, of the meeting of shareholders at which the
  564  amendment is to be submitted for approval. The notice must be
  565  given in accordance with s. 607.0705; must state that the
  566  purpose, or one of the purposes, of the meeting is to consider
  567  the amendment; and must contain or be accompanied by a copy of
  568  the amendment.
  569         (5) Unless this chapter, the articles of incorporation, or
  570  the board of directors, acting pursuant to subsection (3),
  571  requires a greater vote or a greater quorum, the approval of the
  572  amendment requires the approval of the shareholders at a meeting
  573  at which a quorum exists consisting of at least a majority of
  574  the shares entitled to be cast on the amendment exists, and, if
  575  any class or series of shares is entitled to vote as a separate
  576  group on the amendment, except as provided in s. 607.1004(3),
  577  the approval of each such separate voting group at a meeting at
  578  which a quorum of the voting group exists consisting of at least
  579  a majority of the votes entitled to be cast on the amendment by
  580  that voting group.
  581         Section 28. Subsections (1) and (6) of section 607.1102,
  582  Florida Statutes, are amended to read:
  583         607.1102 Share exchange.—
  584         (1) By complying with this chapter, including adopting a
  585  plan of share exchange in accordance with subsection (3) and
  586  complying with s. 607.1103:
  587         (a) A domestic corporation may acquire all of the shares or
  588  one or more classes or series of shares or rights to acquire
  589  shares of one or more classes or series of shares or rights to
  590  acquire shares of another domestic or foreign corporation, or
  591  all of the eligible interests of one or more classes or series
  592  of interests of a domestic or foreign eligible entity, or any
  593  combination of the foregoing, pursuant to a plan of share
  594  exchange, in exchange for:
  595         1. Shares or other securities.
  596         2. Eligible interests.
  597         3. Obligations.
  598         4. Rights to acquire shares, other securities, or eligible
  599  interests.
  600         5. Cash.
  601         6. Other property.
  602         7. Any combination of the foregoing; or
  603         (b) All of the shares of one or more classes or series of
  604  shares or rights to acquire shares of a domestic corporation may
  605  be acquired by another domestic or foreign eligible entity,
  606  pursuant to a plan of share exchange, in exchange for:
  607         1. Shares or other securities.
  608         2. Eligible interests.
  609         3. Obligations.
  610         4. Rights to acquire shares, other securities, or eligible
  611  interests.
  612         5. Cash.
  613         6. Other property.
  614         7. Any combination of the foregoing.
  615         (6) A plan of share exchange may be amended only with the
  616  consent of each party to the share exchange, except as provided
  617  in the plan. A domestic eligible entity may approve an amendment
  618  to a plan:
  619         (a) In the same manner as the plan was approved, if the
  620  plan does not provide for the manner in which it may be amended;
  621  or
  622         (b) In the manner provided in the plan, except that
  623  shareholders, members, or interest holders that were entitled to
  624  vote on or consent to approval of the plan are entitled to vote
  625  on or consent to any amendment of the plan that will change:
  626         1. The amount or kind of shares or other securities;
  627  eligible interests; obligations; rights to acquire shares, other
  628  securities, or eligible interests; cash; or other property; or
  629  any combination of the foregoing, to be received under the plan
  630  by the shareholders, members, or interest holders of the
  631  acquired eligible entity; or
  632         2. Any of the other terms or conditions of the plan if the
  633  change would adversely affect such shareholders, members, or
  634  interest holders in any material respect.
  635         Section 29. Section 607.1103, Florida Statutes, is amended
  636  to read:
  637         607.1103 Action on a plan of merger or share exchange.—In
  638  the case of a domestic corporation that is a party to a merger
  639  or is the acquired eligible entity in a share exchange, the plan
  640  of merger or the plan of share exchange must be adopted in the
  641  following manner:
  642         (1) The plan of merger or the plan of share exchange shall
  643  first be adopted by the board of directors of such domestic
  644  corporation.
  645         (2)(a) Except as provided in subsections (8), (10), and
  646  (11), and in ss. 607.11035 and 607.1104, the plan of merger or
  647  the plan of share exchange shall then be adopted by the
  648  shareholders.
  649         (b) In submitting the plan of merger or the plan of share
  650  exchange to the shareholders for approval, the board of
  651  directors shall recommend that the shareholders approve the
  652  plan, or in the case of an offer referred to in s.
  653  607.11035(1)(b), that the shareholders tender their shares to
  654  the offeror in response to the offer, unless:
  655         1. The board of directors makes a determination that
  656  because of conflicts of interest or other special circumstances,
  657  it should not make such a recommendation; or
  658         2. Section 607.0826 applies.
  659         (c) If either subparagraph (b)1. or subparagraph (b)2.
  660  applies, the board shall inform the shareholders of the basis
  661  for its so proceeding without such recommendation.
  662         (3) The board of directors may set conditions for the
  663  approval of the proposed merger or share exchange by the
  664  shareholders or the effectiveness of the plan of merger or the
  665  plan of share exchange.
  666         (4) If the plan of merger or the plan of share exchange is
  667  required to be approved by the shareholders, and if the approval
  668  is to be given at a meeting, the corporation shall notify each
  669  shareholder, regardless of whether entitled to vote, of the
  670  meeting of shareholders at which the plan is submitted for
  671  approval in accordance with s. 607.0705. The notice shall also
  672  state that the purpose, or one of the purposes, of the meeting
  673  is to consider the plan of merger or the plan of share exchange,
  674  regardless of whether or not the meeting is an annual or a
  675  special meeting, and contain or be accompanied by a copy of the
  676  plan. If the corporation is to be merged into an existing
  677  foreign or domestic eligible entity, the notice must also
  678  include or be accompanied by a copy of the articles of
  679  incorporation and bylaws or the organic rules of that eligible
  680  entity into which the corporation is to be merged. If the
  681  corporation is to be merged with a domestic or foreign eligible
  682  entity and a new domestic or foreign eligible entity is to be
  683  created pursuant to the merger, the notice must include or be
  684  accompanied by a copy of the articles of incorporation and
  685  bylaws or the organic rules of the new eligible entity.
  686  Furthermore, if applicable, the notice shall contain a clear and
  687  concise statement that, if the plan of merger or share exchange
  688  is effected, shareholders dissenting therefrom may be entitled,
  689  if they comply with the provisions of this chapter regarding
  690  appraisal rights, to be paid the fair value of their shares, and
  691  shall be accompanied by a copy of ss. 607.1301-607.1340.
  692         (5) Unless this chapter, the articles of incorporation, or
  693  the board of directors (acting pursuant to subsection (3))
  694  requires a greater vote or a greater quorum in the respective
  695  case, approval of the plan of merger or the plan of share
  696  exchange shall require the approval of the shareholders at a
  697  meeting at which a quorum exists by a majority of the votes
  698  entitled to be cast on the plan, and, if any class or series of
  699  shares is entitled to vote as a separate voting group on the
  700  plan of merger or the plan of share exchange, the approval of
  701  each such separate voting group at a meeting at which a quorum
  702  of the voting group is present by a majority of the votes
  703  entitled to be cast on the merger or share exchange by that
  704  voting group.
  705         (6)(a) Subject to subsection (7), voting by a class or
  706  series as a separate voting group is required on a plan of
  707  merger:
  708         1. By each class or series of shares of the corporation
  709  that would be entitled to vote as a separate voting group on any
  710  provision in the plan which, if such provision had been
  711  contained in a proposed amendment to the articles of
  712  incorporation of a surviving corporation, would have entitled
  713  the class or series to vote as a separate voting group on the
  714  proposed amendment under s. 607.1004.; or
  715         2. If the plan contains a provision that would allow the
  716  plan to be amended to include the type of amendment to the
  717  articles of incorporation referenced in subparagraph 1., by each
  718  class or series of shares of the corporation that would have
  719  been entitled to vote as a separate voting group on any such
  720  amendment to the articles of incorporation.; or
  721         3. By each class or series of shares of the corporation
  722  that is to be converted under the plan of merger into shares;
  723  other securities; eligible interests; obligations; rights to
  724  acquire shares, other securities, or eligible interests; cash;
  725  property; or any combination of the foregoing.; or
  726         4. If the plan contains a provision that would allow the
  727  plan to be amended to convert other classes or series of shares
  728  of the corporation, by each class or series of shares of the
  729  corporation that would have been entitled to vote as a separate
  730  voting group if the plan were to be so amended.
  731         (b) Subject to subsection (7), voting by a class or series
  732  as a separate voting group is required on a plan of share
  733  exchange:
  734         1. By each class or series that is to be exchanged in the
  735  exchange, with each class or series constituting a separate
  736  voting group.; or
  737         2. If the plan contains a provision that would allow the
  738  plan to be amended to include the type of amendment to the
  739  articles of incorporation referenced in subparagraph (a)1., by
  740  each class or series of shares of the corporation that would
  741  have been entitled to vote as a separate voting group on any
  742  such amendment to the articles of incorporation.
  743         (c) Subject to subsection (7), voting by a class or series
  744  as a separate voting group is required on a plan of merger or a
  745  plan of share exchange if the group is entitled under the
  746  articles of incorporation to vote as a separate voting group to
  747  approve the plan of merger or the plan of share exchange,
  748  respectively.
  749         (7) The articles of incorporation may expressly limit or
  750  eliminate the separate voting rights provided in any one or more
  751  of subparagraphs (6)(a)3. and 4. and subparagraph (6)(a)3.,
  752  subparagraph (6)(a)4., or subparagraph (6)(b)1. as to any class
  753  or series of shares, except when the plan of merger or the plan
  754  for share exchange:
  755         (a) Includes what is or would be, in effect, an amendment
  756  subject to any one or more of subparagraphs (6)(a)1. and 2. and
  757  (6)(b)2.; and
  758         (b) Will not affect a substantive business combination.
  759         (8) Unless the corporation’s articles of incorporation
  760  provide otherwise, approval by the corporation’s shareholders of
  761  a plan of merger is not required if:
  762         (a) The corporation will survive the merger;
  763         (b) The articles of incorporation of the surviving
  764  corporation will not differ (except for amendments enumerated in
  765  s. 607.1002) from its articles of incorporation before the
  766  merger; and
  767         (c) Each shareholder of the surviving corporation whose
  768  shares were outstanding immediately prior to the effective date
  769  of the merger will hold the same number of shares, with
  770  identical designations, preferences, rights, and limitations,
  771  immediately after the effective date of the merger.
  772         (9) If, as a result of a merger or share exchange, one or
  773  more shareholders of a domestic corporation would become subject
  774  to new interest holder liability, approval of the plan of merger
  775  or the plan of share exchange shall require, in connection with
  776  the transaction, the signing by each such shareholder of a
  777  separate written consent to become subject to such new interest
  778  holder liability, unless in the case of a shareholder that
  779  already has interest holder liability with respect to such
  780  domestic corporation:
  781         (a) The new interest holder liability is with respect to a
  782  domestic or foreign corporation (which may be a different or the
  783  same domestic corporation in which the person is a shareholder);
  784  and
  785         (b) The terms and conditions of the new interest holder
  786  liability are substantially identical to those of the existing
  787  interest holder liability (other than for changes that reduce or
  788  eliminate such interest holder liability).
  789         (10) Unless the articles of incorporation otherwise
  790  provide, approval of a plan of share exchange by the
  791  shareholders of a domestic corporation is not required if the
  792  corporation is the acquiring eligible entity in the share
  793  exchange.
  794         (11) Unless the articles of incorporation otherwise
  795  provide, shares in the acquired eligible entity not to be
  796  exchanged under the plan of share exchange are not entitled to
  797  vote on the plan.
  798         Section 30. Subsection (1) of section 607.11035, Florida
  799  Statutes, is amended to read:
  800         607.11035 Shareholder approval of a merger or share
  801  exchange in connection with a tender offer.—
  802         (1) Unless the articles of incorporation otherwise provide,
  803  shareholder approval of a plan of merger or a plan of share
  804  exchange under s. 607.1103(1)(b) is not required if:
  805         (a) The plan of merger or share exchange expressly:
  806         1. Permits or requires the merger or share exchange to be
  807  effected under this section; and
  808         2. Provides that, if the merger or share exchange is to be
  809  effected under this section, the merger or share exchange will
  810  be effected as soon as practicable following the satisfaction of
  811  the requirement in paragraph (f);
  812         (b) Another party to the merger, the acquiring eligible
  813  entity in the share exchange, or a parent of another party to
  814  the merger or the parent of the acquiring eligible entity in the
  815  share exchange, makes an offer to purchase, on the terms
  816  provided in the plan of merger or the plan of share exchange,
  817  any and all of the outstanding shares of the corporation that,
  818  absent this section, would be entitled to vote on the plan of
  819  merger or the plan of share exchange, except that the offer may
  820  exclude shares of the corporation that are owned at the
  821  commencement of the offer by the corporation, the offeror, or
  822  any parent of the offeror, or by any wholly owned subsidiary of
  823  any of the foregoing;
  824         (c) The offer discloses that the plan of merger or the plan
  825  of share exchange provides that the merger or share exchange
  826  will be effected as soon as practicable following the
  827  satisfaction of the requirement in paragraph (f) and that the
  828  shares of the corporation that are not tendered in response to
  829  the offer will be treated pursuant to paragraph (h);
  830         (d) The offer remains open for at least 10 days;
  831         (e) The offeror purchases all shares properly tendered in
  832  response to the offer and not properly withdrawn;
  833         (f) The shares listed below are collectively entitled to
  834  cast at least the minimum number of votes on the merger or share
  835  exchange that, absent this section, would be required by this
  836  chapter and by the articles of incorporation for the approval of
  837  the merger or share exchange by the shareholders and by each
  838  other voting group entitled to vote on the merger or share
  839  exchange at a meeting at which all shares entitled to vote on
  840  the approval were present and voted:
  841         1. Shares purchased by the offeror in accordance with the
  842  offer;
  843         2. Shares otherwise owned by the offeror or by any parent
  844  of the offeror or any wholly owned subsidiary of any of the
  845  foregoing; and
  846         3. Shares subject to an agreement that provides that they
  847  are to be transferred, contributed, or delivered to the offeror,
  848  any parent of the offeror, or any wholly owned subsidiary of any
  849  of the foregoing in exchange for shares or eligible interests in
  850  such offeror, parent, or subsidiary;
  851         (g) The offeror or a wholly owned subsidiary of the offeror
  852  merges with or into, or effects a share exchange in which it
  853  acquires shares of, the corporation; and
  854         (h) Each outstanding share of each class or series of
  855  shares of the corporation that the offeror is offering to
  856  purchase in accordance with the offer, and that is not purchased
  857  in accordance with the offer, is to be converted in the merger
  858  into, or into the right to receive, or is to be exchanged in the
  859  share exchange for, or for the right to receive, the same amount
  860  and kind of securities, eligible interests, obligations, rights,
  861  cash, other property, or any combination of the foregoing, to be
  862  paid or exchanged in accordance with the offer for each share of
  863  that class or series of shares that is tendered in response to
  864  the offer, except that shares of the corporation that are owned
  865  by the corporation or that are described in subparagraph (f)2.
  866  or subparagraph (f)3. need not be converted into or exchanged
  867  for the consideration described in this paragraph.
  868         Section 31. Subsection (1) of section 607.11045, Florida
  869  Statutes, is amended to read:
  870         607.11045 Holding company formation by merger by certain
  871  corporations.—
  872         (1) This section applies only to a corporation that has
  873  shares registered pursuant to s. 12 of the Securities Exchange
  874  Act of 1934, or held of record by not fewer than 2,000
  875  shareholders.
  876         Section 32. Subsection (1) of section 607.1106, Florida
  877  Statutes, is amended to read:
  878         607.1106 Effect of merger or share exchange.—
  879         (1) When a merger becomes effective:
  880         (a) The domestic or foreign eligible entity that is
  881  designated in the plan of merger as the survivor continues or
  882  comes into existence, as the case may be;
  883         (b) The separate existence of every domestic or foreign
  884  eligible entity that is a party to the merger, other than the
  885  survivor, ceases;
  886         (c) All real property and other property, including any
  887  interest therein and all title thereto, owned by, and every
  888  contract right possessed by, each domestic or foreign eligible
  889  entity that is a party to the merger, other than the survivor,
  890  become the property and contract rights of and become vested in
  891  the survivor, without transfer, reversion, or impairment;
  892         (d) All debts, obligations, and other liabilities of each
  893  domestic or foreign eligible entity that is a party to the
  894  merger, other than the survivor, become debts, obligations, and
  895  liabilities of the survivor;
  896         (e) The name of the survivor may be, but need not be,
  897  substituted in any pending proceeding for the name of any party
  898  to the merger whose separate existence ceased in the merger;
  899         (f) Neither the rights of creditors nor any liens upon the
  900  property of any corporation party to the merger shall be
  901  impaired by such merger;
  902         (g) If the survivor is a domestic eligible entity, the
  903  articles of incorporation and bylaws or the organic rules of the
  904  survivor are amended to the extent provided in the plan of
  905  merger;
  906         (h) The articles of incorporation and bylaws or the organic
  907  rules of a survivor that is a domestic eligible entity and is
  908  created by the merger become effective;
  909         (i) The shares, obligations, and other securities (and the
  910  rights to acquire shares, obligations, or other securities) of
  911  each domestic or foreign corporation party to the merger, and
  912  the eligible interests in any other eligible entity that is a
  913  party to the merger, that are to be converted in accordance with
  914  the terms of the merger into shares or other securities;
  915  eligible interests; obligations; rights to acquire shares, other
  916  securities, or eligible interests; cash; other property; or any
  917  combination of the foregoing, are converted, and the former
  918  holders of such shares, obligations, other securities, and
  919  eligible interests (and the rights to acquire shares,
  920  obligations, other securities, or other eligible interests) are
  921  entitled only to the rights provided to them by those terms of
  922  the merger or to any rights they may have under s. 607.1302 or
  923  under the organic law governing the eligible entity;
  924         (j) Except as provided by law or the plan of merger, all
  925  the rights, privileges, franchises, and immunities of each
  926  eligible entity that is a party to the merger, other than the
  927  survivor, become the rights, privileges, franchises, and
  928  immunities of the survivor; and
  929         (k) If the survivor exists before the merger:
  930         1. All the property and contract rights of the survivor
  931  remain its property and contract rights without transfer,
  932  reversion, or impairment;
  933         2. The survivor remains subject to all of its debts,
  934  obligations, and other liabilities; and
  935         3. Except as provided by law or the plan of merger, the
  936  survivor continues to hold all of its rights, privileges,
  937  franchises, and immunities.
  938         Section 33. Subsection (3) of section 607.11920, Florida
  939  Statutes, is amended to read:
  940         607.11920 Domestication.—
  941         (3) In a domestication under subsection (2), the
  942  domesticating eligible entity must enter into a plan of
  943  domestication. The plan of domestication must include:
  944         (a) The name of the domesticating corporation;
  945         (b) The name and jurisdiction of formation of the
  946  domesticated corporation;
  947         (c) The manner and basis of reclassifying the shares and
  948  rights to acquire shares of the domesticating corporation into
  949  shares or other securities, obligations, rights to acquire
  950  shares or other securities, cash, other property, or any
  951  combination of the foregoing;
  952         (d) The proposed organic rules of the domesticated
  953  corporation which must be in writing; and
  954         (e) The other terms and conditions of the domestication.
  955         Section 34. Subsections (5) and (6) of section 607.11921,
  956  Florida Statutes, are amended to read:
  957         607.11921 Action on a plan of domestication.—In the case of
  958  a domestication of a domestic corporation into a foreign
  959  jurisdiction, the plan of domestication shall be adopted in the
  960  following manner:
  961         (5) Unless this chapter, the articles of incorporation, or
  962  the board of directors acting pursuant to subsection (3),
  963  require a greater vote or a greater quorum in the respective
  964  case, approval of the plan of domestication requires:
  965         (a) The approval of the shareholders at a meeting at which
  966  a quorum exists consisting of a majority of the votes entitled
  967  to be cast on the plan; and
  968         (b) Except as provided in subsection (6), the approval of
  969  each class or series of shares voting as a separate voting group
  970  at a meeting at which a quorum of the voting group exists
  971  consisting of a majority of the votes entitled to be cast on the
  972  plan by that voting group.
  973         (6) The articles of incorporation may expressly limit or
  974  eliminate the separate voting rights provided in paragraph
  975  (5)(b) as to any class or series of shares, except when the
  976  public organic rules of the foreign corporation resulting from
  977  the domestication include what would be in effect an amendment
  978  that would entitle the class or series to vote as a separate
  979  voting group under s. 607.1004 if it were a proposed amendment
  980  of the articles of incorporation of a domestic domesticating
  981  corporation.
  982         Section 35. Subsection (1) of section 607.11923, Florida
  983  Statutes, is amended to read:
  984         607.11923 Amendment of a plan of domestication;
  985  abandonment.—
  986         (1) A plan of domestication of a domestic corporation
  987  adopted under s. 607.11920(3) may be amended:
  988         (a) In the same manner as the plan of domestication was
  989  approved, if the plan does not provide for the manner in which
  990  it may be amended; or
  991         (b) In the manner provided in the plan of domestication,
  992  except that a shareholder that was entitled to vote on or
  993  consent to approval of the plan is entitled to vote on or
  994  consent to any amendment of the plan that will change:
  995         1. The amount or kind of shares or other securities;
  996  obligations; rights to acquire shares or, other securities, or
  997  eligible interests; cash; other property; or any combination of
  998  the foregoing, to be received by any of the shareholders or
  999  holders of rights to acquire shares or, other securities, or
 1000  eligible interests of the domesticating corporation under the
 1001  plan;
 1002         2. The organic rules of the domesticated corporation that
 1003  are to be in writing and that will be in effect immediately
 1004  after the domestication becomes effective, except for changes
 1005  that do not require approval of the shareholders of the
 1006  domesticated corporation under its organic rules as set forth in
 1007  the plan of domestication; or
 1008         3. Any of the other terms or conditions of the plan, if the
 1009  change would adversely affect the shareholder in any material
 1010  respect.
 1011         Section 36. Subsection (1) and paragraph (d) of subsection
 1012  (3) of section 607.11924, Florida Statutes, are amended to read:
 1013         607.11924 Effect of domestication.—
 1014         (1) When a domestication becomes effective:
 1015         (a) All real property and other property owned by the
 1016  domesticating corporation, including any interests therein and
 1017  all title thereto, and every contract right possessed by the
 1018  domesticating corporation, are the property and contract rights
 1019  of the domesticated corporation without transfer, reversion, or
 1020  impairment;
 1021         (b) All debts, obligations, and other liabilities of the
 1022  domesticating corporation are the debts, obligations, and other
 1023  liabilities of the domesticated corporation;
 1024         (c) The name of the domesticated corporation may be, but
 1025  need not be, substituted for the name of the domesticating
 1026  corporation in any pending proceeding;
 1027         (d) The organic rules of the domesticated corporation
 1028  become effective;
 1029         (e) The shares and other securities (and the rights to
 1030  acquire shares or other securities) or equity interests of the
 1031  domesticating corporation are reclassified into shares, or other
 1032  securities, obligations, rights to acquire shares or other
 1033  securities, cash, or other property, or any combination of the
 1034  foregoing, in accordance with the terms of the domestication,
 1035  and the shareholders or equity owners of the domesticating
 1036  corporation are entitled only to the rights provided to them by
 1037  those terms and to any appraisal rights they may have under the
 1038  organic law of the domesticating corporation; and
 1039         (f) The domesticated corporation is:
 1040         1. Incorporated under and subject to the organic law of the
 1041  domesticated corporation;
 1042         2. The same corporation, without interruption, as the
 1043  domesticating corporation; and
 1044         3. Deemed to have been incorporated or formed on the date
 1045  the domesticating corporation was originally incorporated.
 1046         (3) Except as otherwise provided in the organic law or
 1047  organic rules of a domesticating foreign corporation, the
 1048  interest holder liability of a shareholder or equity holder in a
 1049  foreign corporation that is domesticated into this state who had
 1050  interest holder liability in respect of such domesticating
 1051  corporation before the domestication becomes effective shall be
 1052  as follows:
 1053         (d) The shareholder or equity holder shall may not, by
 1054  reason of such prior interest holder liability, have interest
 1055  holder liability with respect to any interest holder liabilities
 1056  that are incurred after the domestication becomes effective.
 1057         Section 37. Paragraph (a) of subsection (2) and subsection
 1058  (5) of section 607.11932, Florida Statutes, are amended to read:
 1059         607.11932 Action on a plan of conversion.—In the case of a
 1060  conversion of a domestic corporation to a domestic or foreign
 1061  eligible entity other than a domestic corporation, the plan of
 1062  conversion must be adopted in the following manner:
 1063         (2)(a) The plan of conversion must shall then be approved
 1064  by the shareholders of such domestic corporation.
 1065         (5) Unless this chapter, the articles of incorporation, or
 1066  the board of directors acting pursuant to subsection (3),
 1067  require a greater vote or a greater quorum in the respective
 1068  case, approval of the plan of conversion requires:
 1069         (a) The approval of the shareholders at a meeting at which
 1070  a quorum exists consisting of a majority of the votes entitled
 1071  to be cast on the plan; and
 1072         (b) The approval of each class or series of shares voting
 1073  as a separate voting group at a meeting at which a quorum of the
 1074  voting group exists consisting of a majority of the votes
 1075  entitled to be cast on the plan by that voting group.
 1076         Section 38. Paragraph (a) of subsection (4) of section
 1077  607.11933, Florida Statutes, is amended to read:
 1078         607.11933 Articles of conversion; effectiveness.—
 1079         (4)(a) If the a converted eligible entity is a domestic
 1080  eligible entity, the conversion becomes effective when the
 1081  articles of conversion are effective.
 1082         Section 39. Subsection (1) and paragraph (d) of subsection
 1083  (4) of section 607.11935, Florida Statutes, are amended to read:
 1084         607.11935 Effect of conversion.—
 1085         (1) When a conversion becomes effective:
 1086         (a) All real property and other property owned by,
 1087  including any interest therein and all title thereto, and every
 1088  contract right possessed by, the converting eligible entity
 1089  remain the property and contract rights of the converted
 1090  eligible entity without transfer, reversion, or impairment;
 1091         (b) All debts, obligations, and other liabilities of the
 1092  converting eligible entity remain the debts, obligations, and
 1093  other liabilities of the converted eligible entity;
 1094         (c) The name of the converted eligible entity may be, but
 1095  need not be, substituted for the name of the converting eligible
 1096  entity in any pending action or proceeding;
 1097         (d) If the converted eligible entity is a filing entity, a
 1098  domestic corporation, or a domestic or foreign nonprofit
 1099  corporation, its public organic record and its private organic
 1100  rules become effective;
 1101         (e) If the converted eligible entity is a nonfiling entity,
 1102  its private organic rules become effective;
 1103         (f) If the converted eligible entity is a limited liability
 1104  partnership, the filing required to become a limited liability
 1105  partnership and its private organic rules become effective;
 1106         (g) The shares, obligations, eligible interests, and other
 1107  securities (and the rights to acquire shares, obligations,
 1108  eligible interests, or other securities) and obligations of the
 1109  converting eligible entity are reclassified into shares, other
 1110  securities, eligible interests, obligations, rights to acquire
 1111  shares, or other securities, or eligible interests, obligations,
 1112  cash, other property, or any combination of the foregoing
 1113  thereof, in accordance with the terms of the conversion, and the
 1114  shareholders or interest holders of the converting eligible
 1115  entity are entitled only to the rights provided to them by those
 1116  terms and to any rights they may have under s. 607.1302 or under
 1117  the organic law of the converting eligible entity; and
 1118         (h) The converted eligible entity is:
 1119         1. Deemed to be incorporated or organized under and subject
 1120  to the organic law of the converted eligible entity;
 1121         2. Deemed to be the same entity without interruption as the
 1122  converting eligible entity; and
 1123         3. Deemed to have been incorporated or otherwise organized
 1124  on the date that the converting eligible entity was originally
 1125  incorporated or organized.
 1126         (4) Except as otherwise provided in the organic law or the
 1127  organic rules of the domestic or foreign eligible entity, the
 1128  interest holder liability of an interest holder in a converting
 1129  eligible entity that converts to a domestic corporation who had
 1130  interest holder liability in respect of such converting eligible
 1131  entity before the conversion becomes effective shall be as
 1132  follows:
 1133         (d) The eligible interest holder shall may not, by reason
 1134  of such prior interest holder liability, have interest holder
 1135  liability with respect to any interest holder liabilities that
 1136  arise after the conversion becomes effective.
 1137         Section 40. Subsection (4) of section 607.1202, Florida
 1138  Statutes, is amended to read:
 1139         607.1202 Shareholder approval of certain dispositions.—
 1140         (4) If the disposition is required to be approved by the
 1141  shareholders under subsection (1) and if the approval is to be
 1142  given at the meeting, the corporation shall notify each
 1143  shareholder, regardless of whether entitled to vote, of the
 1144  meeting of shareholders at which the disposition is to be
 1145  submitted for approval. The notice must state that the purpose,
 1146  or one of the purposes, of the meeting is to consider the
 1147  disposition and shall contain a description of the disposition
 1148  and the consideration to be received by the corporation.
 1149  Furthermore, the notice shall contain a clear and concise
 1150  statement that, if the transaction is effected, shareholders
 1151  dissenting therefrom are or may be entitled, if they comply with
 1152  the provisions of this chapter act regarding appraisal rights,
 1153  to be paid the fair value of their shares and such notice must
 1154  be accompanied by a copy of ss. 607.1301-607.1340.
 1155         Section 41. Subsection (2) and paragraph (a) of subsection
 1156  (6) of section 607.1301, Florida Statutes, are amended to read:
 1157         607.1301 Appraisal rights; definitions.—The following
 1158  definitions apply to ss. 607.1301-607.1340:
 1159         (2) “Affiliate” means a person that directly or indirectly
 1160  through one or more intermediaries controls, is controlled by,
 1161  or is under common control with, another person or is a senior
 1162  executive of such person. For purposes of paragraph (6)(a), a
 1163  person is deemed to be an affiliate of its senior executives.
 1164         (6) “Interested transaction” means a corporate action
 1165  described in s. 607.1302(1), other than a merger pursuant to s.
 1166  607.1104, involving an interested person in which any of the
 1167  shares or assets of the corporation are being acquired or
 1168  converted. As used in this definition:
 1169         (a) “Interested person” means a person, or an affiliate of
 1170  a person, who at any time during the 1-year period immediately
 1171  preceding approval by the board of directors of the corporate
 1172  action:
 1173         1. Was the beneficial owner of 20 percent or more of the
 1174  voting power of the corporation, other than as owner of excluded
 1175  shares;
 1176         2. Had the power, contractually or otherwise, other than as
 1177  owner of excluded shares, to cause the appointment or election
 1178  of 25 percent or more of the directors to the board of directors
 1179  of the corporation; or
 1180         3. Was a senior executive or director of the corporation or
 1181  a senior executive of any affiliate of the corporation, and will
 1182  receive, as a result of the corporate action, a financial
 1183  benefit not generally available to other shareholders as such,
 1184  other than:
 1185         a. Employment, consulting, retirement, or similar benefits
 1186  established separately and not as part of or in contemplation of
 1187  the corporate action;
 1188         b. Employment, consulting, retirement, or similar benefits
 1189  established in contemplation of, or as part of, the corporate
 1190  action that are not more favorable than those existing before
 1191  the corporate action or, if more favorable, that have been
 1192  approved on behalf of the corporation in the same manner as is
 1193  provided in s. 607.0832; or
 1194         c. In the case of a director of the corporation who, in the
 1195  corporate action, will become a director or governor of the
 1196  acquirer or any of its affiliates in the corporate action,
 1197  rights and benefits as a director or governor that are provided
 1198  on the same basis as those afforded by the acquirer generally to
 1199  other directors or governors of such entity or such affiliate.
 1200         Section 42. Subsection (1) of section 607.1302, Florida
 1201  Statutes, is amended to read:
 1202         607.1302 Right of shareholders to appraisal.—
 1203         (1) A shareholder of a domestic corporation is entitled to
 1204  appraisal rights, and to obtain payment of the fair value of
 1205  that shareholder’s shares, in the event of any of the following
 1206  corporate actions:
 1207         (a) Consummation of a domestication or a conversion of such
 1208  corporation pursuant to s. 607.11921 or s. 607.11932, as
 1209  applicable, if shareholder approval is required for the
 1210  domestication or the conversion;
 1211         (b) Consummation of a merger to which such corporation is a
 1212  party:
 1213         1. If shareholder approval is required for the merger under
 1214  s. 607.1103 or would be required but for s. 607.11035, except
 1215  that appraisal rights shall not be available to any shareholder
 1216  of the corporation with respect to shares of any class or series
 1217  that remains outstanding after consummation of the merger where
 1218  the terms of such class or series have not been materially
 1219  altered; or
 1220         2. If such corporation is a subsidiary and the merger is
 1221  governed by s. 607.1104;
 1222         (c) Consummation of a share exchange to which the
 1223  corporation is a party as the corporation whose shares will be
 1224  acquired, except that appraisal rights are not available to any
 1225  shareholder of the corporation with respect to any class or
 1226  series of shares of the corporation that is not acquired in the
 1227  share exchange;
 1228         (d) Consummation of a disposition of assets pursuant to s.
 1229  607.1202 if the shareholder is entitled to vote on the
 1230  disposition, including a sale in dissolution, except that
 1231  appraisal rights shall not be available to any shareholder of
 1232  the corporation with respect to shares or any class or series
 1233  if:
 1234         1. Under the terms of the corporate action approved by the
 1235  shareholders there is to be distributed to shareholders in cash
 1236  the corporation’s net assets, in excess of a reasonable amount
 1237  reserved to meet claims of the type described in ss. 607.1406
 1238  and 607.1407, within 1 year after the shareholders’ approval of
 1239  the action and in accordance with their respective interests
 1240  determined at the time of distribution; and
 1241         2. The disposition of assets is not an interested
 1242  transaction;
 1243         (e) An amendment of the articles of incorporation with
 1244  respect to a class or series of shares which reduces the number
 1245  of shares of a class or series owned by the shareholder to a
 1246  fraction of a share if the corporation has the obligation or the
 1247  right to repurchase the fractional share so created;
 1248         (f) Any other merger, share exchange, disposition of
 1249  assets, or amendment to the articles of incorporation, in each
 1250  case to the extent provided by the articles of incorporation,
 1251  bylaws, or a resolution of the board of directors, except that
 1252  no bylaw or board resolution providing for appraisal rights may
 1253  be amended or otherwise altered except by shareholder approval;
 1254         (g) An amendment to the articles of incorporation or bylaws
 1255  of the corporation, the effect of which is to alter or abolish
 1256  voting or other rights with respect to such interest in a manner
 1257  that is adverse to the interest of such shareholder, except as
 1258  the right may be affected by the voting or other rights of new
 1259  shares then being authorized of a new class or series of shares;
 1260         (h) An amendment to the articles of incorporation or bylaws
 1261  of a corporation, the effect of which is to adversely affect the
 1262  interest of the shareholder by altering or abolishing appraisal
 1263  rights under this section;
 1264         (i) With regard to a class of shares prescribed in the
 1265  articles of incorporation prior to October 1, 2003, including
 1266  any shares within that class subsequently authorized by
 1267  amendment, any amendment of the articles of incorporation if the
 1268  shareholder is entitled to vote on the amendment and if such
 1269  amendment would adversely affect such shareholder by:
 1270         1. Altering or abolishing any preemptive rights attached to
 1271  any of his, or her, or its shares;
 1272         2. Altering or abolishing the voting rights pertaining to
 1273  any of his, or her, or its shares, except as such rights may be
 1274  affected by the voting rights of new shares then being
 1275  authorized of any existing or new class or series of shares;
 1276         3. Effecting an exchange, cancellation, or reclassification
 1277  of any of his, or her, or its shares, when such exchange,
 1278  cancellation, or reclassification would alter or abolish the
 1279  shareholder’s voting rights or alter his, or her, or its
 1280  percentage of equity in the corporation, or effecting a
 1281  reduction or cancellation of accrued dividends or other
 1282  arrearages in respect to such shares;
 1283         4. Reducing the stated redemption price of any of the
 1284  shareholder’s redeemable shares, altering or abolishing any
 1285  provision relating to any sinking fund for the redemption or
 1286  purchase of any of his, or her, or its shares, or making any of
 1287  his, or her, or its shares subject to redemption when they are
 1288  not otherwise redeemable;
 1289         5. Making noncumulative, in whole or in part, dividends of
 1290  any of the shareholder’s preferred shares which had theretofore
 1291  been cumulative;
 1292         6. Reducing the stated dividend preference of any of the
 1293  shareholder’s preferred shares; or
 1294         7. Reducing any stated preferential amount payable on any
 1295  of the shareholder’s preferred shares upon voluntary or
 1296  involuntary liquidation;
 1297         (j) An amendment of the articles of incorporation of a
 1298  social purpose corporation to which s. 607.504 or s. 607.505
 1299  applies;
 1300         (k) An amendment of the articles of incorporation of a
 1301  benefit corporation to which s. 607.604 or s. 607.605 applies;
 1302         (l) A merger, domestication, conversion, or share exchange
 1303  of a social purpose corporation to which s. 607.504 applies; or
 1304         (m) A merger, domestication, conversion, or share exchange
 1305  of a benefit corporation to which s. 607.604 applies.
 1306         Section 43. Subsection (1) of section 607.1303, Florida
 1307  Statutes, is amended to read:
 1308         607.1303 Assertion of rights by nominees and beneficial
 1309  owners.—
 1310         (1) A record shareholder may assert appraisal rights as to
 1311  fewer than all the shares registered in the record shareholder’s
 1312  name but owned by a beneficial shareholder or a voting trust
 1313  beneficial owner only if the record shareholder objects with
 1314  respect to all shares of the class or series owned by the
 1315  beneficial shareholder or the a voting trust beneficial owner
 1316  and notifies the corporation in writing of the name and address
 1317  of each beneficial shareholder or voting trust beneficial owner
 1318  on whose behalf appraisal rights are being asserted. The rights
 1319  of a record shareholder who asserts appraisal rights for only
 1320  part of the shares held of record in the record shareholder’s
 1321  name under this subsection shall be determined as if the shares
 1322  as to which the record shareholder objects and the record
 1323  shareholder’s other shares were registered in the names of
 1324  different record shareholders.
 1325         Section 44. Subsection (1) of section 607.1320, Florida
 1326  Statutes, is amended to read:
 1327         607.1320 Notice of appraisal rights.—
 1328         (1) If a proposed corporate action described in s.
 1329  607.1302(1) is to be submitted to a vote at a shareholders’
 1330  meeting, the meeting notice (or, where no approval of such
 1331  action is required pursuant to s. 607.11035, the offer made
 1332  pursuant to s. 607.11035), must state that the corporation has
 1333  concluded that shareholders are, are not, or may be entitled to
 1334  assert appraisal rights under this chapter. If the corporation
 1335  concludes that appraisal rights are or may be available, a copy
 1336  of ss. 607.1301-607.1340 must accompany the meeting notice or
 1337  offer sent to those record shareholders entitled to exercise
 1338  appraisal rights.
 1339         Section 45. Subsection (1) of section 607.1333, Florida
 1340  Statutes, is amended to read:
 1341         607.1333 Limitation on corporate payment.—
 1342         (1) No payment shall be made to a shareholder seeking
 1343  appraisal rights if, at the time of payment, the corporation is
 1344  unable to meet the distribution standards of s. 607.06401. In
 1345  such event, the shareholder shall, at the shareholder’s option:
 1346         (a) Withdraw his, or her, or its notice of intent to assert
 1347  appraisal rights, which shall in such event be deemed withdrawn
 1348  with the consent of the corporation; or
 1349         (b) Retain his, or her, or its status as a claimant against
 1350  the corporation and, if it is liquidated, be subordinated to the
 1351  rights of creditors of the corporation, but have rights superior
 1352  to the shareholders not asserting appraisal rights, and if the
 1353  corporation is not liquidated, retain his, or her, or its right
 1354  to be paid for the shares, which right the corporation shall be
 1355  obliged to satisfy when the restrictions of this section do not
 1356  apply.
 1357         Section 46. Subsection (1) of section 607.1340, Florida
 1358  Statutes, is amended to read:
 1359         607.1340 Other remedies limited.—
 1360         (1) A shareholder entitled to appraisal rights under this
 1361  chapter may not challenge a completed corporate action for which
 1362  appraisal rights are available unless such corporate action was
 1363  either:
 1364         (a) Not authorized and approved in accordance with the
 1365  applicable provisions of this chapter; or
 1366         (b) Procured as a result of fraud, a material
 1367  misrepresentation, or an omission of a material fact necessary
 1368  to make statements made, in light of the circumstances in which
 1369  they were made, not misleading.
 1370         Section 47. Subsection (3) of section 607.1403, Florida
 1371  Statutes, is amended to read:
 1372         607.1403 Articles of dissolution.—
 1373         (3) For purposes of ss. 607.1401-607.1410, the term
 1374  “dissolved corporation” means a corporation whose articles of
 1375  dissolution have become effective and includes a successor
 1376  entity. Further, for the purposes of this subsection, the term
 1377  “successor entity” includes a trust, receivership, or other
 1378  legal entity governed by the laws of this state to which the
 1379  remaining assets and liabilities of a dissolved corporation are
 1380  transferred and which exists solely for the purposes of
 1381  prosecuting and defending suits by or against the dissolved
 1382  corporation, thereby enabling the dissolved corporation to
 1383  settle and close the business of the dissolved corporation, to
 1384  dispose of and convey the property of the dissolved corporation,
 1385  to discharge the liabilities of the dissolved corporation, and
 1386  to distribute to the dissolved corporation’s shareholders any
 1387  remaining assets, but not for the purpose of continuing the
 1388  activities and affairs for which the dissolved corporation was
 1389  organized.
 1390         Section 48. Paragraph (a) of subsection (5) of section
 1391  607.1406, Florida Statutes, is amended to read:
 1392         607.1406 Known claims against dissolved corporation.—
 1393         (5)(a) For purposes of ss. 607.1401-607.1410, the term this
 1394  section, “known claims” means any claim or liability that, as of
 1395  the date of the giving of the written notice contemplated by
 1396  subsections (1) and (2):
 1397         1. Has matured sufficiently on or prior to the effective
 1398  date of the dissolution to be legally capable of assertion
 1399  against the dissolved corporation; or
 1400         2. Is unmatured as of the effective date of the dissolution
 1401  but will mature in the future solely based on the passage of
 1402  time.
 1403         Section 49. Subsections (1) and (6) of section 607.1422,
 1404  Florida Statutes, are amended to read:
 1405         607.1422 Reinstatement following administrative
 1406  dissolution.—
 1407         (1) A corporation that is administratively dissolved under
 1408  s. 607.1420 or that was dissolved under former s. 607.1421
 1409  before January 1, 2020, may apply to the department for
 1410  reinstatement at any time after the effective date of
 1411  dissolution. The corporation must submit all fees and penalties
 1412  then owed by the corporation at the rates provided by law laws
 1413  at the time the corporation applies for reinstatement, together
 1414  with an application for reinstatement prescribed and furnished
 1415  by the department, which is signed by both the registered agent
 1416  and an officer or director of the corporation and states:
 1417         (a) The name of the corporation;
 1418         (b) The street address of the corporation’s principal
 1419  office and mailing address;
 1420         (c) The date of the corporation’s organization;
 1421         (d) The corporation’s federal employer identification
 1422  number or, if none, whether one has been applied for;
 1423         (e) The name, title or capacity, and address of at least
 1424  one officer or director of the corporation; and
 1425         (f) Additional information that is necessary or appropriate
 1426  to enable the department to carry out this chapter.
 1427         (6) If the name of the dissolved corporation has been
 1428  lawfully assumed in this state by another eligible business
 1429  entity, the department shall require the dissolved corporation
 1430  to amend its articles of incorporation to change its name before
 1431  accepting its application for reinstatement.
 1432         Section 50. Subsection (1), paragraph (b) of subsection
 1433  (3), and subsection (4) of section 607.1430, Florida Statutes,
 1434  are amended to read:
 1435         607.1430 Grounds for judicial dissolution.—
 1436         (1) A circuit court may dissolve a corporation or order
 1437  such other remedy as provided in s. 607.1434:
 1438         (a) In a proceeding by the Department of Legal Affairs to
 1439  dissolve a corporation if it is established that:
 1440         1. The corporation obtained its articles of incorporation
 1441  through fraud; or
 1442         2. The corporation has continued to exceed or abuse the
 1443  authority conferred upon it by law.
 1444  
 1445  The enumeration in subparagraphs 1. and 2. of grounds for
 1446  involuntary dissolution does not exclude actions or special
 1447  proceedings by the Department of Legal Affairs or any state
 1448  official for the annulment or dissolution of a corporation for
 1449  other causes as provided in any other statute of this state;
 1450         (b) In a proceeding by a shareholder to dissolve a
 1451  corporation if it is established that:
 1452         1. The directors are deadlocked in the management of the
 1453  corporate affairs, the shareholders are unable to break the
 1454  deadlock, and:
 1455         a. Irreparable injury to the corporation is threatened or
 1456  being suffered;
 1457         b. The business and affairs of the corporation can no
 1458  longer be conducted to the advantage of the shareholders
 1459  generally because of the deadlock; or
 1460         c. Both sub-subparagraphs a. and b.; or
 1461         2. The shareholders are deadlocked in voting power and have
 1462  failed to elect successors to directors whose terms have expired
 1463  or would have expired upon qualification of their successors;
 1464         3. The corporate assets are being misapplied or wasted,
 1465  causing material injury to the corporation; or
 1466         4. The directors or those in control of the corporation
 1467  have acted, are acting, or are reasonably expected to act in a
 1468  manner that is illegal or fraudulent;
 1469         (c) In a proceeding by a creditor if it is established
 1470  that:
 1471         1. The creditor’s claim has been reduced to judgment, the
 1472  execution on the judgment returned unsatisfied, and the
 1473  corporation is insolvent; or
 1474         2. The corporation has admitted in writing that the
 1475  creditor’s claim is due and owing and the corporation is
 1476  insolvent;
 1477         (d) In a proceeding by the corporation to have its
 1478  voluntary dissolution continued under court supervision; or
 1479         (e) In a proceeding by a shareholder if the corporation has
 1480  abandoned its business and has failed within a reasonable period
 1481  of time to liquidate and distribute its assets and dissolve.
 1482         (3)
 1483         (b) For purposes of As used in this section, the term
 1484  “deadlock sale provision” means a provision in a shareholder
 1485  agreement that complies with s. 607.0732, which is or may be
 1486  applicable in the event of a deadlock among the directors or
 1487  shareholders of the corporation, which neither the directors nor
 1488  the shareholders, as applicable, of the corporation are able to
 1489  break,; and which provides for a deadlock breaking mechanism,
 1490  including, but not limited to:
 1491         1. A redemption or a purchase and sale of shares or other
 1492  equity securities;
 1493         2. A governance change;
 1494         3. A sale of the corporation or all or substantially all of
 1495  the assets of the corporation; or
 1496         4. A similar provision that, if initiated and effectuated,
 1497  breaks the deadlock by causing the transfer of the shares or
 1498  other equity securities, a governance change, or a sale of the
 1499  corporation or all or substantially all of the corporation’s
 1500  assets.
 1501         (4) A deadlock sale provision in a shareholder agreement
 1502  that which complies with s. 607.0732 which is not initiated and
 1503  effectuated before the court enters an order of judicial
 1504  dissolution under subparagraph (1)(b)1. or subparagraph
 1505  (1)(b)2., as the case may be, or an order directing the purchase
 1506  of petitioner’s interest under s. 607.1436, does not adversely
 1507  affect the rights of shareholders to seek judicial dissolution
 1508  under subparagraph (1)(b)1. or subparagraph (1)(b)2., as the
 1509  case may be, or the rights of the corporation or one or more
 1510  shareholders to purchase the petitioner’s interest under s.
 1511  607.1436. The filing of an action for judicial dissolution on
 1512  the grounds described in subparagraph (1)(b)1. or subparagraph
 1513  (1)(b)2., as the case may be, or an election to purchase the
 1514  petitioner’s interest under s. 607.1436, does not adversely
 1515  affect the right of a shareholder to initiate an available
 1516  deadlock sale provision under the shareholder agreement that
 1517  complies with s. 607.0732 or to enforce a shareholder-initiated
 1518  or an automatically-initiated deadlock sale provision if the
 1519  deadlock sale provision is initiated and effectuated before the
 1520  court enters an order of judicial dissolution under subparagraph
 1521  (1)(b)1. or subparagraph (1)(b)2., as the case may be, or an
 1522  order directing the purchase of petitioner’s interest under s.
 1523  607.1436.
 1524         Section 51. Subsection (5) of section 607.1431, Florida
 1525  Statutes, is amended to read:
 1526         607.1431 Procedure for judicial dissolution.—
 1527         (5) If the court determines that any party has commenced,
 1528  continued, or participated in a proceeding under s. 607.1430 and
 1529  has acted arbitrarily, frivolously, vexatiously, or not in good
 1530  faith, the court may, in its discretion, award attorney fees and
 1531  other reasonable expenses to the other parties to the proceeding
 1532  action who have been affected adversely by such actions.
 1533         Section 52. Subsection (5) of section 607.1432, Florida
 1534  Statutes, is amended to read:
 1535         607.1432 Receivership or custodianship.—
 1536         (5) The court from time to time during the receivership or
 1537  custodianship may order compensation paid and expense
 1538  disbursements or reimbursements made to any the receiver or
 1539  custodian and his, her, or its counsel from the assets of the
 1540  corporation or proceeds from the sale of the assets.
 1541         Section 53. Section 607.14401, Florida Statutes, is amended
 1542  to read:
 1543         607.14401 Deposit with Department of Financial Services.
 1544  Assets of a dissolved corporation that should be transferred to
 1545  a creditor, claimant, or shareholder of the corporation who
 1546  cannot be found or who is not competent to receive them shall be
 1547  reduced to cash and deposited with the Department of Financial
 1548  Services for safekeeping. When the creditor, claimant, or
 1549  shareholder furnishes satisfactory proof of entitlement to the
 1550  amount or assets deposited, the Department of Financial Services
 1551  shall pay such person or his, or her, or its representative that
 1552  amount.
 1553         Section 54. Paragraphs (c), (h), and (k) of subsection (2)
 1554  of section 607.1501, Florida Statutes, are amended to read:
 1555         607.1501 Authority of foreign corporation to transact
 1556  business required; activities not constituting transacting
 1557  business.—
 1558         (2) The following activities, among others, do not
 1559  constitute transacting business within the meaning of subsection
 1560  (1):
 1561         (c) Maintaining bank accounts in financial institutions.
 1562         (h) Securing or collecting debts or enforcing mortgages or
 1563  security interests in property securing the debts, or and
 1564  holding, protecting, or maintaining property so acquired.
 1565         (k) Owning and controlling a subsidiary corporation
 1566  incorporated in or limited liability company formed in, or
 1567  transacting business within, this state; or voting the shares of
 1568  any such subsidiary corporation; or voting the membership
 1569  interests of any such limited liability company, which it has
 1570  lawfully acquired.
 1571         Section 55. Subsections (3) and (8) of section 607.1502,
 1572  Florida Statutes, are amended to read:
 1573         607.1502 Effect of failure to have a certificate of
 1574  authority.—
 1575         (3) A court may stay a proceeding commenced by a foreign
 1576  corporation or its successor or assignee until it determines
 1577  whether the foreign corporation or its successor or assignee
 1578  requires a certificate of authority. If it so determines, the
 1579  court may further stay the proceeding until the foreign
 1580  corporation or its successor or assignee has obtained a
 1581  certificate of authority to transact business in this state.
 1582         (8) If a foreign corporation transacts business in this
 1583  state without a certificate of authority or cancels its
 1584  certificate of authority, it appoints the secretary of state as
 1585  its agent for service of process in proceedings and actions for
 1586  rights of action arising out of the transaction of business in
 1587  this state.
 1588         Section 56. Subsection (2) of section 607.1503, Florida
 1589  Statutes, is amended to read:
 1590         607.1503 Application for certificate of authority.—
 1591         (2) The foreign corporation shall deliver with a completed
 1592  application under subsection (1) a certificate of existence or a
 1593  record of similar import, duly authenticated, not more than 90
 1594  days prior to delivery of the application to the department,
 1595  signed by the official having custody of the foreign
 1596  corporation’s publicly filed records in its jurisdiction of
 1597  incorporation. A translation of the certificate, under oath of
 1598  the translator, must be attached to a certificate which is in a
 1599  language other than the English language.
 1600         Section 57. Paragraph (c) of subsection (1) and paragraph
 1601  (c) of subsection (2) of section 607.1504, Florida Statutes, are
 1602  amended to read:
 1603         607.1504 Amended certificate of authority.—
 1604         (1) A foreign corporation authorized to transact business
 1605  in this state shall deliver for filing an amendment to its
 1606  certificate of authority to reflect a change in any of the
 1607  following:
 1608         (c) The name and street address in this state of the
 1609  foreign corporation’s registered agent in this state, unless the
 1610  change was timely made in accordance with s. 607.1508 or s.
 1611  607.15091 s. 607.0502 or s. 607.05031.
 1612         (2) The amendment must be filed within 90 days after the
 1613  occurrence of a change described in subsection (1), must be
 1614  signed by an officer of the foreign corporation, and must state
 1615  the following:
 1616         (c) The date the foreign corporation was authorized to
 1617  transact do business in this state.
 1618         Section 58. Subsection (1) of section 607.1505, Florida
 1619  Statutes, is amended to read:
 1620         607.1505 Effect of a certificate of authority.—
 1621         (1) Unless the department determines that than an
 1622  application for a certificate of authority of a foreign
 1623  corporation to transact business in this state does not comply
 1624  with the filing requirements of this chapter, the department
 1625  shall, upon payment of all filing fees, authorize the foreign
 1626  corporation to transact business in this state and file the
 1627  application for certificate of authority.
 1628         Section 59. Subsection (3) of section 607.1507, Florida
 1629  Statutes, is amended to read:
 1630         607.1507 Registered office and registered agent of foreign
 1631  corporation.—
 1632         (3) Each initial registered agent, and each successor
 1633  registered agent that is appointed, shall file a statement in
 1634  writing with the department, in the form and manner prescribed
 1635  by the department, accepting the appointment as a registered
 1636  agent while simultaneously being designated as the registered
 1637  agent. The statement of acceptance must provide that the
 1638  registered agent is familiar with, and accepts, the obligations
 1639  of that position.
 1640         Section 60. Subsection (3) of section 607.1509, Florida
 1641  Statutes, is amended to read:
 1642         607.1509 Resignation of registered agent of foreign
 1643  corporation.—
 1644         (3) A registered agent is terminated upon the earlier of:
 1645         (a) The 31st day after the department files the statement
 1646  of resignation; or
 1647         (b) When a statement of change or other record designating
 1648  a new registered agent is filed with by the department.
 1649         Section 61. Subsection (1) of section 607.15091, Florida
 1650  Statutes, is amended to read:
 1651         607.15091 Change of name or address by registered agent.—
 1652         (1) If a registered agent changes his, or her, or its name
 1653  or address, the agent may deliver to the department for filing a
 1654  statement of change containing the following:
 1655         (a) The name of the foreign corporation represented by the
 1656  registered agent.
 1657         (b) The name of the registered agent as currently shown in
 1658  the records of the department for the corporation.
 1659         (c) If the name of the registered agent has changed, his,
 1660  her, or its new name.
 1661         (d) If the address of the registered agent has changed, the
 1662  new address.
 1663         (e) A statement that the registered agent has given the
 1664  notice required under subsection (2).
 1665         Section 62. Subsection (7) of section 607.15101, Florida
 1666  Statutes, is amended to read:
 1667         607.15101 Service of process, notice, or demand on a
 1668  foreign corporation.—
 1669         (7) Any notice or demand on a foreign corporation under
 1670  this chapter may be given or made: to the chair of the board,
 1671  the president, any vice president, the secretary, or the
 1672  treasurer of the foreign corporation; to the registered agent of
 1673  the foreign corporation at the registered office of the foreign
 1674  corporation in this state; or to any other address in this state
 1675  that is in fact the principal office of the foreign corporation
 1676  in this state.
 1677         Section 63. Paragraph (e) of subsection (1) of section
 1678  607.1520, Florida Statutes, is amended to read:
 1679         607.1520 Withdrawal and cancellation of certificate of
 1680  authority for foreign corporation.—
 1681         (1) To cancel its certificate of authority to transact
 1682  business in this state, a foreign corporation must deliver to
 1683  the department for filing a notice of withdrawal of certificate
 1684  of authority. The certificate of authority is canceled when the
 1685  notice of withdrawal becomes effective pursuant to s. 607.0123.
 1686  The notice of withdrawal of certificate of authority must be
 1687  signed by an officer or director and state the following:
 1688         (e) That the foreign corporation it revokes the authority
 1689  of its registered agent to accept service on its behalf and
 1690  appoints the secretary of state as its agent for service of
 1691  process based on a cause of action arising during the time it
 1692  was authorized to transact business in this state.
 1693         Section 64. Subsections (1), (2), and (8) of section
 1694  607.1602, Florida Statutes, are amended to read:
 1695         607.1602 Inspection of records by shareholders.—
 1696         (1) A shareholder of a corporation is entitled to inspect
 1697  and copy, during regular business hours at the corporation’s
 1698  principal office, any of the records of the corporation
 1699  described in s. 607.1601(1), excluding minutes of meetings of,
 1700  and records of actions taken without a meeting by, the
 1701  corporation’s board of directors and any board committees of the
 1702  corporation established under s. 607.0825, if the shareholder
 1703  gives the corporation written notice of the shareholder’s demand
 1704  at least 5 business days before the date on which the
 1705  shareholder wishes to inspect and copy.
 1706         (2) A shareholder of a corporation is entitled to inspect
 1707  and copy, during regular business hours at a reasonable location
 1708  specified by the corporation, any of the following records of
 1709  the corporation if the shareholder meets the requirements of
 1710  subsection (3) and gives the corporation written notice of the
 1711  shareholder’s demand at least 5 business days before the date on
 1712  which the shareholder wishes to inspect and copy:
 1713         (a) Excerpts from minutes of any meeting of, or records of
 1714  any actions taken without a meeting by, the corporation’s board
 1715  of directors and board committees of the corporation maintained
 1716  in accordance with s. 607.1601(1);
 1717         (b) The financial statements of the corporation maintained
 1718  in accordance with s. 607.1601(2);
 1719         (c) Accounting records of the corporation;
 1720         (d) The record of shareholders maintained in accordance
 1721  with s. 607.1601(4); and
 1722         (e) Any other books and records.
 1723         (8) A corporation may deny any demand for inspection made
 1724  pursuant to subsection (2) if the demand was made for an
 1725  improper purpose, or if the demanding shareholder has within 2
 1726  years preceding his, or her, or its demand sold or offered for
 1727  sale any list of shareholders of the corporation or any other
 1728  corporation, has aided or abetted any person in procuring any
 1729  list of shareholders for any such purpose, or has improperly
 1730  used any information secured through any prior examination of
 1731  the records of the corporation or any other corporation.
 1732         Section 65. Subsections (1) and (3) of section 607.1604,
 1733  Florida Statutes, are amended to read:
 1734         607.1604 Court-ordered inspection.—
 1735         (1) If a corporation does not allow a shareholder who
 1736  complies with s. 607.1602(1) to inspect and copy any records
 1737  required by that subsection to be available for inspection, the
 1738  circuit court in the applicable county may summarily order
 1739  inspection and copying of the records demanded at the
 1740  corporation’s expense upon application of the shareholder. If
 1741  the court orders inspection and copying of the records demanded
 1742  under s. 607.1602(1) s. 607.1601(1), it shall also order the
 1743  corporation to pay the shareholder’s expenses, including
 1744  reasonable attorney fees, incurred to obtain the order and
 1745  enforce its rights under this section.
 1746         (3) If the court orders inspection or and copying of the
 1747  records demanded under s. 607.1602(2), it may impose reasonable
 1748  restrictions on the disclosure, use, or distribution of, and
 1749  reasonable obligations to maintain the confidentiality of, such
 1750  records, and it shall also order the corporation to pay the
 1751  shareholder’s expenses incurred, including reasonable attorney
 1752  fees, incurred to obtain the order and enforce its rights under
 1753  this section unless the corporation establishes that the
 1754  corporation refused inspection in good faith because the
 1755  corporation had:
 1756         (a) A reasonable basis for doubt about the right of the
 1757  shareholder to inspect or copy the records demanded; or
 1758         (b) Required reasonable restrictions on the disclosure,
 1759  use, or distribution of, and reasonable obligations to maintain
 1760  the confidentiality of, such records demanded to which the
 1761  demanding shareholder had been unwilling to agree.
 1762         Section 66. Subsections (2) and (4) of section 607.1622,
 1763  Florida Statutes, are amended to read:
 1764         607.1622 Annual report for department.—
 1765         (2) If an annual report contains the name and address of a
 1766  registered agent which differs from the information shown in the
 1767  records of the department immediately before the annual report
 1768  becomes effective, the differing information in the annual
 1769  report is considered a statement of change under s. 607.0502 or
 1770  s. 607.1508, as the case may be.
 1771         (4) The first annual report must be delivered to the
 1772  department between January 1 and May 1 of the year following the
 1773  calendar year in which a domestic corporation’s articles of
 1774  incorporation became effective or a foreign corporation obtained
 1775  its certificate of authority to transact business in this state.
 1776  Subsequent annual reports must be delivered to the department
 1777  between January 1 and May 1 of each calendar year thereafter. If
 1778  one or more forms of annual report are submitted for a calendar
 1779  year, the department shall file each of them and make the
 1780  information contained in them part of the official record. The
 1781  first form of annual report filed in a calendar year shall be
 1782  considered the annual report for that the calendar year, and
 1783  each report filed after that one in the same calendar year shall
 1784  be treated as an amended report for that calendar year.
 1785         Section 67. Section 607.1703, Florida Statutes, is created
 1786  to read:
 1787         607.1703Interrogatories by department; other powers of
 1788  department.—
 1789         (1)The department may direct to any domestic corporation
 1790  or foreign corporation subject to this chapter, and to any
 1791  officer or director of any domestic corporation or foreign
 1792  corporation subject to this chapter, interrogatories reasonably
 1793  necessary and proper to enable the department to ascertain
 1794  whether the domestic corporation or foreign corporation has
 1795  complied with the provisions of this chapter applicable to the
 1796  domestic corporation or foreign corporation. The interrogatories
 1797  must be answered within 30 days after the date of mailing, or
 1798  within such additional time as fixed by the department. The
 1799  answers to the interrogatories must be full and complete and
 1800  must be made in writing and under oath. If the interrogatories
 1801  are directed to an individual, they must be answered by the
 1802  individual, and if directed to a domestic corporation or foreign
 1803  corporation, they must be answered by an officer or director of
 1804  the domestic corporation or foreign corporation, by a
 1805  shareholder if there are no officers or directors of the
 1806  domestic corporation or foreign corporation, or by a fiduciary
 1807  if the corporation is in the hands of a receiver, trustee, or
 1808  other court-appointed fiduciary.
 1809         (2)The department need not file a record in a court of
 1810  competent jurisdiction to which the interrogatories relate until
 1811  the interrogatories are answered as provided in this chapter,
 1812  and is not required to file a record if the answers disclose
 1813  that the record is not in conformity with the requirements of
 1814  this chapter or if the department has determined that the
 1815  parties to such document have not paid all fees, taxes, and
 1816  penalties due and owing this state. The department shall certify
 1817  to the Department of Legal Affairs, for such action as the
 1818  Department of Legal Affairs may deem appropriate, all
 1819  interrogatories and answers that disclose a violation of this
 1820  chapter.
 1821         (3)The department may, based upon its findings under this
 1822  section or as provided in s. 213.053(15), bring an action in
 1823  circuit court to collect any penalties, fees, or taxes
 1824  determined to be due and owing the state and to compel any
 1825  filing, qualification, or registration required by law. In
 1826  connection with such proceeding, the department may, without
 1827  prior approval by the court, file a lis pendens against any
 1828  property owned by the corporation and may further certify any
 1829  findings to the Department of Legal Affairs for the initiation
 1830  of an action permitted pursuant to this chapter which the
 1831  Department of Legal Affairs may deem appropriate.
 1832         Section 68. Section 607.1907, Florida Statutes, is amended
 1833  to read:
 1834         607.1907 Saving provision.—
 1835         (1) Except as to procedural provisions, chapter 2019-90,
 1836  Laws of Florida, this act does not affect a pending action or
 1837  proceeding or a right accrued before January 1, 2020, and a
 1838  pending civil action or proceeding may be completed, and a right
 1839  accrued may be enforced, as if chapter 2019-90, Laws of Florida,
 1840  this act had not become effective.
 1841         (2) If a penalty or punishment for violation of a statute
 1842  or rule is reduced by chapter 2019-90, Laws of Florida, this
 1843  act, the penalty or punishment, if not already imposed, shall be
 1844  imposed in accordance with chapter 2019-90, Laws of Florida this
 1845  act.
 1846         Section 69. Subsection (3) of section 607.504, Florida
 1847  Statutes, is amended to read:
 1848         607.504 Election of social purpose corporation status.—
 1849         (3) If an entity elects to become a social purpose
 1850  corporation by amendment of the articles of incorporation or by
 1851  a merger, domestication, conversion, or share exchange, the
 1852  shareholders of the entity are entitled to appraisal rights
 1853  under and pursuant to ss. 607.1301-607.1340.
 1854         Section 70. Subsection (1) of section 605.0116, Florida
 1855  Statutes, is amended to read:
 1856         605.0116 Change of name or address by registered agent.—
 1857         (1) If a registered agent changes his, or her, or its name
 1858  or address, the agent may deliver to the department for filing a
 1859  statement of change that provides the following:
 1860         (a) The name of the limited liability company or foreign
 1861  limited liability company represented by the registered agent.
 1862         (b) The name of the registered agent as currently shown in
 1863  the records of the department for the limited liability company
 1864  or foreign limited liability company.
 1865         (c) If the name of the registered agent has changed, his,
 1866  her, or its new name.
 1867         (d) If the address of the registered agent has changed, the
 1868  new address.
 1869         (e) A statement that the registered agent has given the
 1870  notice required under subsection (2).
 1871         Section 71. Subsections (2) and (7) of section 605.0207,
 1872  Florida Statutes, are amended to read:
 1873         605.0207 Effective date and time.—Except as otherwise
 1874  provided in s. 605.0208, and subject to s. 605.0209(3), any
 1875  document delivered to the department for filing under this
 1876  chapter may specify an effective time and a delayed effective
 1877  date. In the case of initial articles of organization, a prior
 1878  effective date may be specified in the articles of organization
 1879  if such date is within 5 business days before the date of
 1880  filing. Subject to ss. 605.0114, 605.0115, 605.0208, and
 1881  605.0209, a record filed by the department is effective:
 1882         (2) If the record filed specifies an effective time, but
 1883  not a prior or delayed effective date, on the date the record is
 1884  accepted, as evidenced by the department’s endorsement, and
 1885  filed at the time specified in the filing.
 1886         (7) If the record filed a filed document does not specify
 1887  the time zone or place at which the date or time, or both, is to
 1888  be determined, the date or time, or both, at which it becomes
 1889  effective shall be those prevailing at the place of filing in
 1890  this state.
 1891         Section 72. Section 605.0215, Florida Statutes, is amended
 1892  to read:
 1893         605.0215 Certificates to be received in evidence and
 1894  evidentiary effect of certified copy of filed document.—All
 1895  certificates issued by the department in accordance with this
 1896  chapter shall be taken and received in all courts, public
 1897  offices, and official bodies as prima facie evidence of the
 1898  facts stated. A certificate from the department delivered with a
 1899  copy of a document filed by the department bearing the signature
 1900  of the secretary of state, which may be in facsimile, and the
 1901  seal of this state, is conclusive evidence that the original
 1902  document is on file with the department.
 1903         Section 73. Paragraph (b) of subsection (2) of section
 1904  605.0702, Florida Statutes, is amended to read:
 1905         605.0702 Grounds for judicial dissolution.—
 1906         (2)
 1907         (b) For purposes of As used in this section, the term
 1908  “deadlock sale provision” means a provision in an operating
 1909  agreement which is or may be applicable in the event of a
 1910  deadlock among the managers or the members of the limited
 1911  liability company which the members of the company are unable to
 1912  break and which provides for a deadlock breaking mechanism,
 1913  including, but not limited to:
 1914         1. A redemption or a purchase and sale of interests;
 1915         2. A governance change, among or between members;
 1916         3. The sale of the company or all or substantially all of
 1917  the assets of the company; or
 1918         4. A similar provision that, if initiated and effectuated,
 1919  breaks the deadlock by causing the transfer of interests, a
 1920  governance change, or the sale of all or substantially all of
 1921  the company’s assets.
 1922         Section 74. Subsection (2) of section 605.0716, Florida
 1923  Statutes, is amended to read:
 1924         605.0716 Judicial review of denial of reinstatement.—
 1925         (2) Within 30 days after service of a notice of denial of
 1926  reinstatement, a limited liability company may appeal the denial
 1927  by petitioning the Circuit Court of Leon County to set aside the
 1928  dissolution. The petition must be served on the department and
 1929  must contain a copy of the department’s notice of administrative
 1930  dissolution, the company’s application for reinstatement, and
 1931  the department’s notice of denial.
 1932         Section 75. Subsection (4) of section 605.1104, Florida
 1933  Statutes, is amended to read:
 1934         605.1104 Interrogatories by department; other powers of
 1935  department.—
 1936         (4) The department has the power and authority reasonably
 1937  necessary to administer this chapter efficiently, to perform the
 1938  duties herein imposed upon it, and to adopt reasonable rules
 1939  necessary to carry out its duties and functions under this
 1940  chapter.
 1941         Section 76. Subsection (1) of section 617.0501, Florida
 1942  Statutes, is amended to read:
 1943         617.0501 Registered office and registered agent.—
 1944         (1) Each corporation shall have and continuously maintain
 1945  in this state:
 1946         (a) A registered office which may be the same as its
 1947  principal office; and
 1948         (b) A registered agent, who may be either:
 1949         1. An individual who resides in this state whose business
 1950  office is identical with such registered office; or
 1951         2.a. Another domestic entity that is an authorized entity
 1952  whose business address is identical to the address of the
 1953  registered office;, or
 1954         b. A foreign entity authorized to transact business in this
 1955  state that is an authorized entity and whose business address is
 1956  identical to the address of the registered office.
 1957         Section 77. Section 617.0825, Florida Statutes, is amended
 1958  to read:
 1959         617.0825 Board committees and advisory committees.—
 1960         (1) Unless the articles of incorporation or the bylaws
 1961  otherwise provide, the board of directors, by resolution adopted
 1962  by a majority of the full board of directors, may create an
 1963  executive committee and one or more other committees of the
 1964  board and appoint directors or such other persons as the board
 1965  of directors designates to serve on such committee or
 1966  committees. The majority of the persons on each committee must
 1967  be directors.
 1968         (2)Notwithstanding subsection (1), a board committee may
 1969  be composed of less than a majority of directors or entirely of
 1970  non-directors if:
 1971         (a)The committee is created by the board of directors or
 1972  is otherwise authorized by the articles of incorporation or the
 1973  bylaws; and
 1974         (b)The committee relates to the election, nomination,
 1975  qualification, or credentials of directors or is involved in the
 1976  process of electing directors. designate from among its members
 1977  an executive committee and one or more other committees each of
 1978  which,
 1979         (3) To the extent provided by the board of directors in a
 1980  such resolution or in the articles of incorporation or the
 1981  bylaws of the corporation, each such committee shall have and
 1982  may exercise powers and all the authority of the board of
 1983  directors, except that no such committee shall have the power or
 1984  authority to:
 1985         (a) Approve or recommend to members actions or proposals
 1986  required by this act to be approved by members.
 1987         (b) Fill vacancies on the board of directors or any
 1988  committee thereof.
 1989         (c) Adopt, amend, or repeal the bylaws.
 1990         (4)(2) Unless the articles of incorporation or the bylaws
 1991  provide otherwise, ss. 617.0820, 617.0822, 617.0823, and
 1992  617.0824, which govern meetings, notice and waiver of notice,
 1993  and quorum and voting requirements of the board of directors,
 1994  apply to committees and their members as well.
 1995         (5)(3) Each committee must have two or more members who
 1996  serve at the pleasure of the board of directors. The board, by
 1997  resolution adopted in accordance with and consistent with
 1998  subsection (1), may designate one or more directors as alternate
 1999  members of any such committee who may act in the place and stead
 2000  of any absent member or members at any meeting of such
 2001  committee.
 2002         (6)A committee member who is not a director has the same
 2003  responsibility and fiduciary duties with respect to activities
 2004  of such committee, and the same liability protections, as a
 2005  committee member who is a director.
 2006         (7)(4) Neither the designation of any such committee, the
 2007  delegation thereto of authority, nor action by such committee
 2008  pursuant to such authority shall alone constitute compliance by
 2009  any member of the board of directors not a member of the
 2010  committee in question with his or her responsibility to act in
 2011  good faith, in a manner he or she reasonably believes to be in
 2012  the best interests of the corporation, and with such care as an
 2013  ordinarily prudent person in a like position would use under
 2014  similar circumstances.
 2015         (8)A corporation may create or authorize the creation of
 2016  one or more advisory committees with any number of persons on
 2017  the committee being non-directors. An advisory committee:
 2018         (a)Is not a committee of the board of directors; and
 2019         (b)May not act on behalf of or exercise any of the powers
 2020  or authority of the board of directors or bind the corporation
 2021  to any action, but may make recommendations to the board of
 2022  directors, to the officers, or to the members.
 2023         (9)This section does not apply to a committee established
 2024  under chapter 718, chapter 719, or chapter 720 to perform the
 2025  functions set forth in s. 718.303(3), s. 719.303(3), s.
 2026  720.303(2), or s. 720.3035(1), respectively.
 2027         Section 78. This act shall take effect upon becoming a law.

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