Florida Statutes
Chapter 617 - Corporations Not for Profit
617.0302 - Corporate Powers.


(1) Have succession by its corporate name for the period set forth in its articles of incorporation.
(2) Sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person.
(3) Adopt, use, and alter a common corporate seal. However, such seal must always contain the words “corporation not for profit.”
(4) Elect or appoint such officers and agents as its affairs shall require and allow them reasonable compensation.
(5) Adopt, change, amend, and repeal bylaws, not inconsistent with law or its articles of incorporation, for the administration of the affairs of the corporation and the exercise of its corporate powers.
(6) Increase, by a vote of its members cast as the bylaws may direct, the number of its directors so that the number shall not be less than three but may be any number in excess thereof.
(7) Make contracts and guaranties, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure its obligations by mortgage and pledge of all or any of its property, franchises, or income.
(8) Conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this act in any state, territory, district, or possession of the United States or any foreign country.
(9) Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with real or personal property, or any interest therein, wherever situated.
(10) Acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and any licenses and other rights or interests thereunder or therein.
(11) Sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of all or any part of its property and assets.
(12) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of and otherwise use and deal in and with, shares and other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, municipality, or of any instrumentality thereof.
(13) Lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds loaned or invested except as prohibited by s. 617.0833.
(14) Make donations for the public welfare or for religious, charitable, scientific, educational, or other similar purposes.
(15) Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.
(16) Merge with other corporations or other eligible entities identified in s. 607.1101, both for profit and not for profit, domestic and foreign, if the surviving corporation or other surviving eligible entity is a corporation not for profit or other eligible entity that has been organized as a not-for-profit entity under a governing statute or other applicable law that permits such a merger.
History.—s. 24, ch. 90-179; s. 14, ch. 2005-267; s. 12, ch. 2009-205; s. 271, ch. 2019-90.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 617 - Corporations Not for Profit

617.01011 - Short Title.

617.0102 - Reservation of Power to Amend or Repeal.

617.01201 - Filing Requirements.

617.0121 - Forms.

617.0122 - Fees for Filing Documents and Issuing Certificates.

617.0123 - Effective Date of Document.

617.0124 - Correcting Filed Document.

617.0125 - Filing Duties of Department of State.

617.0126 - Appeal From Department of State’s Refusal to File Document.

617.0127 - Evidentiary Effect of Copy of Filed Document.

617.0128 - Certificate of Status.

617.01301 - Powers of Department of State.

617.01401 - Definitions.

617.0141 - Notice.

617.02011 - Incorporators.

617.0202 - Articles of Incorporation; Content.

617.0203 - Incorporation.

617.0204 - Liability for Preincorporation Transactions.

617.0205 - Organizational Meeting of Directors.

617.0206 - Bylaws.

617.0207 - Emergency Bylaws.

617.0301 - Purposes and Application.

617.0302 - Corporate Powers.

617.0303 - Emergency Powers.

617.0304 - Ultra Vires.

617.0401 - Corporate Name.

617.0403 - Registered Name; Application; Renewal; Revocation.

617.0501 - Registered Office and Registered Agent.

617.05015 - Reserved Name.

617.0502 - Change of Registered Office or Registered Agent; Resignation of Registered Agent.

617.0503 - Registered Agent; Duties; Confidentiality of Investigation Records.

617.0504 - Service of Process, Notice, or Demand on a Corporation.

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.

617.0701 - Meetings of Members, Generally; Failure to Hold Annual Meeting; Special Meeting; Consent to Corporate Actions Without Meetings; Waiver of Notice of Meetings.

617.0721 - Voting by Members.

617.0725 - Quorum.

617.07401 - Members’ Derivative Actions.

617.0801 - Duties of Board of Directors.

617.0802 - Qualifications of Directors.

617.0803 - Number of Directors.

617.0806 - Staggered Terms for Directors.

617.0807 - Resignation of Directors.

617.0808 - Removal of Directors.

617.0809 - Board Vacancy.

617.08101 - Compensation of Directors.

617.0820 - Meetings.

617.0821 - Action by Directors Without a Meeting.

617.0822 - Notice of Meetings.

617.0823 - Waiver of Notice.

617.0824 - Quorum and Voting.

617.0825 - Board Committees and Advisory Committees.

617.0830 - General Standards for Directors.

617.0831 - Indemnification and Liability of Officers, Directors, Employees, and Agents.

617.0832 - Director Conflicts of Interest.

617.0833 - Loans to Directors or Officers.

617.0834 - Officers and Directors of Certain Corporations and Associations Not for Profit; Immunity From Civil Liability.

617.0835 - Prohibited Activities by Private Foundations.

617.0840 - Required Officers.

617.0841 - Duties of Officers.

617.0842 - Resignation and Removal of Officers.

617.0843 - Contract Rights of Officers.

617.0901 - Reincorporation.

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.

617.1101 - Plan of Merger.

617.1102 - Limitation on Merger.

617.1103 - Approval of Plan of Merger; Abandonment of Plan Thereafter.

617.1105 - Articles of Merger.

617.1106 - Effect of Merger.

617.1107 - Merger of Domestic and Foreign Corporations.

617.1108 - Merger of Domestic Corporation and Other Eligible Entities.

617.1201 - Secured Transactions and Other Dispositions of Corporate Property and Assets Not Requiring Member Approval.

617.1202 - Sale, Lease, Exchange, or Other Disposition of Corporate Property and Assets Requiring Member Approval.

617.1301 - Prohibited Distributions.

617.1302 - Authorized Distributions.

617.1401 - Voluntary Dissolution of Corporation Prior to Conducting Its Affairs.

617.1402 - Dissolution of Corporation.

617.1403 - Articles of Dissolution.

617.1404 - Revocation of Dissolution.

617.1405 - Effect of Dissolution.

617.1406 - Plan of Distribution of Assets.

617.1407 - Unknown Claims Against Dissolved Corporation.

617.1408 - Known Claims Against Dissolved Corporation.

617.1420 - Grounds for Administrative Dissolution.

617.1421 - Procedure for and Effect of Administrative Dissolution.

617.1422 - Reinstatement Following Administrative Dissolution.

617.1423 - Appeal From Denial of Reinstatement.

617.1430 - Grounds for Judicial Dissolution.

617.1431 - Procedure for Judicial Dissolution.

617.1432 - Receivership or Custodianship.

617.1433 - Judgment of Dissolution.

617.1440 - Deposit With Department of Financial Services.

617.1501 - Authority of Foreign Corporation to Conduct Affairs Required.

617.1502 - Consequences of Conducting Affairs Without Authority.

617.1503 - Application for Certificate of Authority.

617.1504 - Amended Certificate of Authority.

617.1505 - Effect of Certificate of Authority.

617.1506 - Corporate Name of Foreign Corporation.

617.1507 - Registered Office and Registered Agent of Foreign Corporation.

617.1508 - Change of Registered Office and Registered Agent of Foreign Corporation.

617.1509 - Resignation of Registered Agent of Foreign Corporation.

617.1510 - Service of Process, Notice, or Demand on a Foreign Corporation.

617.1520 - Withdrawal of Foreign Corporation.

617.1530 - Grounds for Revocation of Authority to Conduct Affairs.

617.1531 - Procedure for and Effect of Revocation.

617.1532 - Appeal From Revocation.

617.1533 - Reinstatement Following Revocation.

617.1601 - Corporate Records.

617.1602 - Inspection of Records by Members.

617.1603 - Scope of Inspection Right.

617.1604 - Court-Ordered Inspection.

617.1605 - Financial Reports for Members.

617.1606 - Access to Records.

617.1622 - Annual Report for Department of State.

617.1623 - Corporate Information Available to the Public; Application to Corporations Incorporated by Circuit Courts and by Special Act of the Legislature.

617.1701 - Application to Existing Domestic Corporation.

617.1702 - Application to Qualified Foreign Corporations.

617.1703 - Application of Chapter.

617.1711 - Application to Foreign and Interstate Commerce.

617.1803 - Domestication of Foreign Not-for-Profit Corporations.

617.1805 - Corporations for Profit; When May Become Corporations Not for Profit.

617.1806 - Conversion to Corporation Not for Profit; Petition and Contents.

617.1807 - Conversion to Corporation Not for Profit; Authority of Circuit Judge.

617.1808 - Application of Act to Corporation Converted to Corporation Not for Profit.

617.1809 - Limited Agricultural Association; Conversion to a Domestic Corporation Not for Profit.

617.1904 - Estoppel.

617.1907 - Effect of Repeal or Amendment of Prior Acts.

617.1908 - Applicability of Florida Business Corporation Act.

617.2001 - Corporations Which May Be Incorporated Hereunder; Incorporation of Certain Medical Services Corporations.

617.2002 - Corporation Not for Profit Organized Pursuant to S. 2, Ch. 87-296; Requirements.

617.2003 - Proceedings to Revoke Articles of Incorporation or Charter or Prevent Its Use.

617.2004 - Extinct Churches and Religious Societies; Property.

617.2005 - Extinct Churches and Religious Societies; Dissolution.

617.2006 - Incorporation of Labor Unions or Bodies.

617.2007 - Sponge Packing and Marketing Corporations.

617.2101 - Corporation Authorized to Act as Trustee.

617.2102 - Fines and Penalties Against Members.

617.2104 - Florida Uniform Prudent Management of Institutional Funds Act.

617.2105 - Corporation Issued a Deed to Real Property.

617.221 - Membership Associations.