(1) A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office or at a reasonable location specified by the corporation, any of the records of the corporation described in s. 617.1601(5), if the member gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy.
(2) A member of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) and gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection (1).
(b) Accounting records of the corporation.
(c) The record of members.
(d) Any other books and records.
(3) A member may inspect and copy the records described in subsection (2) only if:
(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member describes with reasonable particularity his or her purpose and the records he or she desires to inspect;
(c) The records are directly connected with the member’s purpose.
(4) This section does not affect:
(a) The right of a member in litigation with the corporation to inspect and copy records to the same extent as any other litigant.
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(5) A corporation may deny any demand for inspection made pursuant to subsection (2) if the demand was made for an improper purpose, or if the demanding member has within 2 years preceding his or her demand sold or offered for sale any list of members of the corporation or any other corporation, has aided or abetted any person in procuring any list of members for any such purpose, or has improperly used any information secured through any prior examination of the records of the corporation or any other corporation.
(6) For purposes of this section, the term “member” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
(7) For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a member.
History.—s. 70, ch. 93-281; s. 100, ch. 97-102; s. 50, ch. 2009-205.
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.