Post by Admin on Feb 18, 2015 7:09:12 GMT -5
As of 2014
617.1001 Authority to amend the articles of incorporation.
617.1002 Procedure for amending articles of incorporation.
617.1006 Contents of articles of amendment.
617.1007 Restated articles of incorporation.
617.1008 Amendment pursuant to reorganization.
617.1009 Effect of amendment.
617.1001 Authority to amend the articles of incorporation.—
(1) A corporation may amend its articles of incorporation at any time as provided in this act.
(2) A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, purpose, or duration of the corporation.
History.—s. 63, ch. 90-179; s. 58, ch. 93-281.
617.1002 Procedure for amending articles of incorporation.—
(1) Unless the articles of incorporation provide an alternative procedure, amendments to the articles of incorporation must be made in the following manner:
(a) If there are members entitled to vote on a proposed amendment to the articles of incorporation, the board of directors must adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on the proposed amendment, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected by the amendment must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. The proposed amendment sH all be adopted upon receiving at least a majority, or any larger or smaller percentage specified in the articles of incorporation or the bylaws, of the votes which members present at such meeting or represented by proxy are entitled to cast; or
(b) If there are no members or if members are not entitled to vote on proposed amendments to the articles of incorporation, an amendment may be adopted at a meeting of the board of directors by a majority vote of the directors then in office.
(2) Unless otherwise provided in the articles of incorporation, members entitled to vote on proposed amendments to the articles of incorporation may amend the articles of incorporation, without action by the directors, at a meeting for which notice of the changes to be made is given.
(3) Any number of amendments may be submitted and voted upon at any one meeting.
History.—s. 64, ch. 90-179; s. 27, ch. 91-208; s. 59, ch. 93-281.
617.1006 Contents of articles of amendment.—The articles of amendment must be executed by the corporation as provided in s. 617.01201 and must set forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If there are members entitled to vote on a proposed amendment, the date of the adoption of the amendment by the members and a statement that the number of votes cast for the amendment was sufficient for approval; and
(4) If there are no members or if members are not entitled to vote on a proposed amendment, a statement of such fact and the date of the adoption of the amendment by the board of directors.
History.—s. 65, ch. 90-179.
617.1007 Restated articles of incorporation.—
(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without a vote of the members.
(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member approval, it must be adopted as provided in s. 617.1002.
(3) A corporation restating its articles of incorporation sH all deliver to the department for filing articles of restatement, executed in accordance with s. 617.01201, setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) Whether the restatement contains an amendment to the articles of incorporation requiring member approval and, if it does not, that the board of directors adopted the restatement; or
(b) If the restatement contains an amendment to the articles of incorporation requiring member approval, the information required by s. 617.1006.
(4) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(5) The Department of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (3).
History.—s. 66, ch. 90-179; s. 60, ch. 93-281; s. 34, ch. 2009-205.
617.1008 Amendment pursuant to reorganization.—
(1) A corporation’s articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under any federal or state law if the articles of incorporation, after amendment, contain only provisions required or permitted by s. 617.0202.
(2) The individual or individuals designated by the court sH all deliver to the Department of State for filing articles of amendment setting forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court’s order or decree approving the articles of amendment;
(d) The title of the reorganization proceeding in which the order or decree was entered; and
(e) A statement that the court had jurisdiction of the proceeding under federal or state law.
(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
History.—s. 67, ch. 90-179.
617.1001 Authority to amend the articles of incorporation.
617.1002 Procedure for amending articles of incorporation.
617.1006 Contents of articles of amendment.
617.1007 Restated articles of incorporation.
617.1008 Amendment pursuant to reorganization.
617.1009 Effect of amendment.
617.1001 Authority to amend the articles of incorporation.—
(1) A corporation may amend its articles of incorporation at any time as provided in this act.
(2) A member of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, purpose, or duration of the corporation.
History.—s. 63, ch. 90-179; s. 58, ch. 93-281.
617.1002 Procedure for amending articles of incorporation.—
(1) Unless the articles of incorporation provide an alternative procedure, amendments to the articles of incorporation must be made in the following manner:
(a) If there are members entitled to vote on a proposed amendment to the articles of incorporation, the board of directors must adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote on the proposed amendment, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment or a summary of the changes to be effected by the amendment must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. The proposed amendment sH all be adopted upon receiving at least a majority, or any larger or smaller percentage specified in the articles of incorporation or the bylaws, of the votes which members present at such meeting or represented by proxy are entitled to cast; or
(b) If there are no members or if members are not entitled to vote on proposed amendments to the articles of incorporation, an amendment may be adopted at a meeting of the board of directors by a majority vote of the directors then in office.
(2) Unless otherwise provided in the articles of incorporation, members entitled to vote on proposed amendments to the articles of incorporation may amend the articles of incorporation, without action by the directors, at a meeting for which notice of the changes to be made is given.
(3) Any number of amendments may be submitted and voted upon at any one meeting.
History.—s. 64, ch. 90-179; s. 27, ch. 91-208; s. 59, ch. 93-281.
617.1006 Contents of articles of amendment.—The articles of amendment must be executed by the corporation as provided in s. 617.01201 and must set forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If there are members entitled to vote on a proposed amendment, the date of the adoption of the amendment by the members and a statement that the number of votes cast for the amendment was sufficient for approval; and
(4) If there are no members or if members are not entitled to vote on a proposed amendment, a statement of such fact and the date of the adoption of the amendment by the board of directors.
History.—s. 65, ch. 90-179.
617.1007 Restated articles of incorporation.—
(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without a vote of the members.
(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member approval, it must be adopted as provided in s. 617.1002.
(3) A corporation restating its articles of incorporation sH all deliver to the department for filing articles of restatement, executed in accordance with s. 617.01201, setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) Whether the restatement contains an amendment to the articles of incorporation requiring member approval and, if it does not, that the board of directors adopted the restatement; or
(b) If the restatement contains an amendment to the articles of incorporation requiring member approval, the information required by s. 617.1006.
(4) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(5) The Department of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (3).
History.—s. 66, ch. 90-179; s. 60, ch. 93-281; s. 34, ch. 2009-205.
617.1008 Amendment pursuant to reorganization.—
(1) A corporation’s articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under any federal or state law if the articles of incorporation, after amendment, contain only provisions required or permitted by s. 617.0202.
(2) The individual or individuals designated by the court sH all deliver to the Department of State for filing articles of amendment setting forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court’s order or decree approving the articles of amendment;
(d) The title of the reorganization proceeding in which the order or decree was entered; and
(e) A statement that the court had jurisdiction of the proceeding under federal or state law.
(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
History.—s. 67, ch. 90-179.