(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 shall 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.
Structure Florida Statutes
Title XXXVI - Business Organizations
Chapter 617 - Corporations Not for Profit
617.0102 - Reservation of Power to Amend or Repeal.
617.01201 - Filing Requirements.
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.
617.0202 - Articles of Incorporation; Content.
617.0204 - Liability for Preincorporation Transactions.
617.0205 - Organizational Meeting of Directors.
617.0301 - Purposes and Application.
617.0403 - Registered Name; Application; Renewal; Revocation.
617.0501 - Registered Office and Registered Agent.
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.
617.07401 - 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.
617.08101 - Compensation of Directors.
617.0821 - Action by Directors Without a Meeting.
617.0822 - Notice of Meetings.
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.
617.0835 - Prohibited Activities by Private Foundations.
617.0841 - Duties of Officers.
617.0842 - Resignation and Removal of Officers.
617.0843 - Contract Rights of Officers.
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.
617.1102 - Limitation on Merger.
617.1103 - Approval of Plan of Merger; Abandonment of Plan Thereafter.
617.1105 - Articles of Merger.
617.1107 - Merger of Domestic and Foreign Corporations.
617.1108 - Merger of Domestic Corporation and Other Eligible Entities.
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.
617.1602 - Inspection of Records by Members.
617.1603 - Scope of Inspection Right.
617.1604 - Court-Ordered Inspection.
617.1605 - Financial Reports for Members.
617.1622 - Annual Report for Department of State.
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.
617.1907 - Effect of Repeal or Amendment of Prior Acts.
617.1908 - Applicability of Florida Business Corporation Act.
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.