Post by Admin on Feb 18, 2015 7:00:29 GMT -5
617.0505 Distributions; exceptions.
617.0601 Members, generally.
617.0604 Liability of members.
617.0605 Transfer of membership interests.
617.0606 Resignation of members.
617.0607 Termination, expulsion, and suspension.
617.0608 Purchase of memberships.
617.0505 Distributions; exceptions.—Except as authorized in s. 617.1302, a corporation may not make distributions to its members, directors, or officers.
(1) A mutual benefit corporation, such as a private club that is established for social, pleasure, or recreational purposes and that is organized as a corporation of which the equity interests are held by the members, may, subject to s. 617.1302, purchase the equity membership interest of any member, and the payment for such interest is not a distribution for purposes of this section.
(2) A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and, upon dissolution or final liquidation, may make distributions to its members as permitted by this chapter.
(3) If expressly permitted by its articles of incorporation, a corporation may make distributions upon partial liquidation to its members, as permitted by this section. Any such payment, benefit, or distribution does not constitute a dividend or a distribution of income or profit for purposes of this section.
(4) A corporation that is a utility exempt from regulation under s. 367.022(7), whose articles of incorporation state that it is exempt from taxation under s. 501(c)(12) of the Internal Revenue Code, may make refunds to its members, prior to a dissolution or liquidation, as its managing board deems necessary to establish or preserve its tax-exempt status. Any such refund does not constitute a dividend or a distribution of income or profit for purposes of this section.
(5) A corporation that is regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723, or a corporation where membership in such corporation is required pursuant to a document recorded in the county property records, may make refunds to its members, giving credits to its members, disbursing insurance proceeds to its members, or disbursing or paying settlements to its members without violating this section.
History.—s. 33, ch. 90-179; s. 2, ch. 96-343; s. 15, ch. 2005-267; s. 15, ch. 2009-205.
617.0601 Members, generally.—
(1)(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the qualifications and rights of the members of each class, any quorum and voting requirements for meetings and activities of the members, and notice requirements sufficient to provide notice of meetings and activities of the members must be set forth in the articles of incorporation or in the bylaws.
(b) The articles of incorporation or bylaws of any corporation not for profit that maintains chapters or affiliates may Grnt representatives of such chapters or affiliates the right to vote in conjunction with the board of directors of the corporation notwithstanding applicable quorum or voting requirements of this chapter if the corporation is registered with the Department of Agriculture and Consumer Services pursuant to ss. 496.401-496.424, the Solicitation of Contributions Act.
(c) This subsection does not apply to any condominium association organized under chapter 718.
(2) A corporation may issue certificates of membership. Stock certificates issued under former s. 617.011(2), Florida Statutes (1989), constitute certificates of membership for purposes of this section.
(3) Corporation members have no voting or other rights except as provided in the articles of incorporation or bylaws. However, members of any corporation existing on July 1, 1991, sH all continue to have the same voting and other rights as before such date until changed by amendment of the articles of incorporation or bylaws.
(4) A corporation sH all keep a membership book containing, in alphabetical order, the name and address of each member. The corporation sH all also keep records in accordance with s. 617.1601.
(5) A resignation, expulsion, suspension, or termination of membership pursuant to s. 617.0606 or s. 617.0607 sH all be recorded in the membership book. Unless otherwise provided in the articles of incorporation or the bylaws, all the rights and privileges of a member cease on termination of membership.
(6) Subsections (1), (2), (3), and (4) do not apply to a corporation that is an association as defined in s. 720.301.
(7) Where the articles of incorporation expressly limit membership in the corporation to property owners within specific measurable geographic boundaries and where the corporation has been formed for the benefit of all of those property owners, no such property owner sH all be denied membership, provided that such property owner once admitted to membership, sH all comply with the terms and conditions of membership. Any bylaws, rules, or other regulations to the contrary are deemed void and any persons excluded from membership by such bylaws, rules, or other regulations are deemed members with full rights, including the right, by the majority, or as otherwise provided in the articles of incorporation, to call for a meeting of the membership.
History.—s. 34, ch. 90-179; s. 4, ch. 95-211; s. 48, ch. 95-274; s. 2, ch. 99-382; s. 52, ch. 2000-258; s. 16, ch. 2009-205; s. 146, ch. 2014-17.
617.0604 Liability of members.—
(1) A member of a corporation is not, as such, personally liable for any act, debt, liability, or obligation of the corporation.
(2) A member may become liable to the corporation for dues, assessments, or fees as provided by law.
History.—s. 55, ch. 93-281.
617.0605 Transfer of membership interests.—
(1) A member of a corporation may not transfer a membership or any right arising from membership except as otherwise allowed in this section.
(2) Except as set forth in the articles of incorporation or bylaws of a mutual benefit corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership.
(3) If transfer rights have been provided for one or more members of a mutual benefit corporation, a restriction on such rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
History.—s. 17, ch. 2009-205.
617.0606 Resignation of members.—
(1) Except as may be provided in the articles of incorporation or bylaws of a corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership.
(2) The resignation of a member does not relieve the member from any obligations that the member may have to the corporation as a result of obligations incurred or commitments made before resignation.
History.—s. 18, ch. 2009-205.
617.0607 Termination, expulsion, and suspension.—
(1) A member of a corporation may not be expelled or suspended, and a membership in the corporation may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(2) Any written notice given by mail must be delivered by certified mail or first-class mail to the last address of the member shown on the records of the corporation.
(3) Any proceeding cH allenging an expulsion, suspension, or termination, including a proceeding in which the defective notice is alleged, must be commenced within 1 year after the effective date of the expulsion, suspension, or termination.
(4) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion or suspension.
History.—s. 19, ch. 2009-205.
617.0608 Purchase of memberships.—
(1) A corporation may not purchase any of its memberships or any right arising from membership except as provided in s. 617.0505 or subsection (2).
(2) Subject to s. 617.1302, a mutual benefit corporation may purchase the membership of a member who resigns, or whose membership is terminated, for the amount and pursuant to the conditions set forth in its articles of incorporation or bylaws.
History.—s. 20, ch. 2009-205.
617.0601 Members, generally.
617.0604 Liability of members.
617.0605 Transfer of membership interests.
617.0606 Resignation of members.
617.0607 Termination, expulsion, and suspension.
617.0608 Purchase of memberships.
617.0505 Distributions; exceptions.—Except as authorized in s. 617.1302, a corporation may not make distributions to its members, directors, or officers.
(1) A mutual benefit corporation, such as a private club that is established for social, pleasure, or recreational purposes and that is organized as a corporation of which the equity interests are held by the members, may, subject to s. 617.1302, purchase the equity membership interest of any member, and the payment for such interest is not a distribution for purposes of this section.
(2) A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and, upon dissolution or final liquidation, may make distributions to its members as permitted by this chapter.
(3) If expressly permitted by its articles of incorporation, a corporation may make distributions upon partial liquidation to its members, as permitted by this section. Any such payment, benefit, or distribution does not constitute a dividend or a distribution of income or profit for purposes of this section.
(4) A corporation that is a utility exempt from regulation under s. 367.022(7), whose articles of incorporation state that it is exempt from taxation under s. 501(c)(12) of the Internal Revenue Code, may make refunds to its members, prior to a dissolution or liquidation, as its managing board deems necessary to establish or preserve its tax-exempt status. Any such refund does not constitute a dividend or a distribution of income or profit for purposes of this section.
(5) A corporation that is regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723, or a corporation where membership in such corporation is required pursuant to a document recorded in the county property records, may make refunds to its members, giving credits to its members, disbursing insurance proceeds to its members, or disbursing or paying settlements to its members without violating this section.
History.—s. 33, ch. 90-179; s. 2, ch. 96-343; s. 15, ch. 2005-267; s. 15, ch. 2009-205.
617.0601 Members, generally.—
(1)(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the qualifications and rights of the members of each class, any quorum and voting requirements for meetings and activities of the members, and notice requirements sufficient to provide notice of meetings and activities of the members must be set forth in the articles of incorporation or in the bylaws.
(b) The articles of incorporation or bylaws of any corporation not for profit that maintains chapters or affiliates may Grnt representatives of such chapters or affiliates the right to vote in conjunction with the board of directors of the corporation notwithstanding applicable quorum or voting requirements of this chapter if the corporation is registered with the Department of Agriculture and Consumer Services pursuant to ss. 496.401-496.424, the Solicitation of Contributions Act.
(c) This subsection does not apply to any condominium association organized under chapter 718.
(2) A corporation may issue certificates of membership. Stock certificates issued under former s. 617.011(2), Florida Statutes (1989), constitute certificates of membership for purposes of this section.
(3) Corporation members have no voting or other rights except as provided in the articles of incorporation or bylaws. However, members of any corporation existing on July 1, 1991, sH all continue to have the same voting and other rights as before such date until changed by amendment of the articles of incorporation or bylaws.
(4) A corporation sH all keep a membership book containing, in alphabetical order, the name and address of each member. The corporation sH all also keep records in accordance with s. 617.1601.
(5) A resignation, expulsion, suspension, or termination of membership pursuant to s. 617.0606 or s. 617.0607 sH all be recorded in the membership book. Unless otherwise provided in the articles of incorporation or the bylaws, all the rights and privileges of a member cease on termination of membership.
(6) Subsections (1), (2), (3), and (4) do not apply to a corporation that is an association as defined in s. 720.301.
(7) Where the articles of incorporation expressly limit membership in the corporation to property owners within specific measurable geographic boundaries and where the corporation has been formed for the benefit of all of those property owners, no such property owner sH all be denied membership, provided that such property owner once admitted to membership, sH all comply with the terms and conditions of membership. Any bylaws, rules, or other regulations to the contrary are deemed void and any persons excluded from membership by such bylaws, rules, or other regulations are deemed members with full rights, including the right, by the majority, or as otherwise provided in the articles of incorporation, to call for a meeting of the membership.
History.—s. 34, ch. 90-179; s. 4, ch. 95-211; s. 48, ch. 95-274; s. 2, ch. 99-382; s. 52, ch. 2000-258; s. 16, ch. 2009-205; s. 146, ch. 2014-17.
617.0604 Liability of members.—
(1) A member of a corporation is not, as such, personally liable for any act, debt, liability, or obligation of the corporation.
(2) A member may become liable to the corporation for dues, assessments, or fees as provided by law.
History.—s. 55, ch. 93-281.
617.0605 Transfer of membership interests.—
(1) A member of a corporation may not transfer a membership or any right arising from membership except as otherwise allowed in this section.
(2) Except as set forth in the articles of incorporation or bylaws of a mutual benefit corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership.
(3) If transfer rights have been provided for one or more members of a mutual benefit corporation, a restriction on such rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
History.—s. 17, ch. 2009-205.
617.0606 Resignation of members.—
(1) Except as may be provided in the articles of incorporation or bylaws of a corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership.
(2) The resignation of a member does not relieve the member from any obligations that the member may have to the corporation as a result of obligations incurred or commitments made before resignation.
History.—s. 18, ch. 2009-205.
617.0607 Termination, expulsion, and suspension.—
(1) A member of a corporation may not be expelled or suspended, and a membership in the corporation may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(2) Any written notice given by mail must be delivered by certified mail or first-class mail to the last address of the member shown on the records of the corporation.
(3) Any proceeding cH allenging an expulsion, suspension, or termination, including a proceeding in which the defective notice is alleged, must be commenced within 1 year after the effective date of the expulsion, suspension, or termination.
(4) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion or suspension.
History.—s. 19, ch. 2009-205.
617.0608 Purchase of memberships.—
(1) A corporation may not purchase any of its memberships or any right arising from membership except as provided in s. 617.0505 or subsection (2).
(2) Subject to s. 617.1302, a mutual benefit corporation may purchase the membership of a member who resigns, or whose membership is terminated, for the amount and pursuant to the conditions set forth in its articles of incorporation or bylaws.
History.—s. 20, ch. 2009-205.