Bill Text: FL S0654 | 2014 | Regular Session | Comm Sub
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Business Organizations
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2014-04-29 - Laid on Table, companion bill(s) passed, see CS/CS/HB 685 (Ch. 2014-209) [S0654 Detail]
Download: Florida-2014-S0654-Comm_Sub.html
Bill Title: Business Organizations
Spectrum: Bipartisan Bill
Status: (Introduced - Dead) 2014-04-29 - Laid on Table, companion bill(s) passed, see CS/CS/HB 685 (Ch. 2014-209) [S0654 Detail]
Download: Florida-2014-S0654-Comm_Sub.html
Florida Senate - 2014 CS for SB 654 By the Committee on Commerce and Tourism; and Senators Clemens and Richter 577-01843-14 2014654c1 1 A bill to be entitled 2 An act relating to business organizations; amending s. 3 605.0112, F.S.; providing additional exceptions 4 regarding the requirement that limited liability 5 company names be distinguishable from the names of 6 other entities or filings; specifying differences in 7 names which are not considered distinguishable; 8 designating part I of ch. 607, F.S., entitled 9 “Corporations”; amending s. 607.0101, F.S.; revising a 10 provision to conform to changes made by the act; 11 amending s. 607.0401, F.S.; providing additional 12 exceptions regarding the requirement that corporate 13 names be distinguishable; specifying differences in 14 corporate names which are not considered 15 distinguishable; amending s. 607.1302, F.S.; providing 16 that the amendment of articles of incorporation or the 17 merger, conversion, or share exchange of a social 18 purpose or benefit corporation entitles the 19 shareholders to appraisal rights; creating part II of 20 ch. 607, F.S., entitled “Social Purpose Corporations”; 21 creating s. 607.501, F.S.; providing application and 22 effect; creating s. 607.502, F.S.; providing 23 definitions; creating s. 607.503, F.S.; establishing 24 requirements for the formation of a social purpose 25 corporation; creating s. 607.504, F.S.; providing 26 procedures for an existing corporation to become a 27 social purpose corporation; creating s. 607.505, F.S.; 28 providing procedures for the termination of a social 29 purpose corporation status; creating s. 607.506, F.S.; 30 requiring that the corporate purpose must be to create 31 a public benefit; providing criteria; creating s. 32 607.507, F.S.; requiring that the directors of a 33 social purpose corporation meet a standard of conduct; 34 providing criteria for the standards; creating s. 35 607.508, F.S.; authorizing the articles of 36 incorporation of a social purpose corporation to 37 provide for a benefit director; providing powers and 38 duties of a benefit director; creating s. 607.509, 39 F.S.; requiring that the officers of a social purpose 40 corporation meet a standard of conduct; providing 41 criteria for the standards of conduct; creating s. 42 607.510, F.S.; authorizing a social purpose 43 corporation to designate an officer as a benefit 44 officer; providing for the powers and duties of a 45 benefit officer; creating s. 607.511, F.S.; 46 authorizing certain legal actions to be brought 47 against a social purpose corporation, its officers, or 48 its directors; creating s. 607.512, F.S.; requiring 49 the board of directors to prepare an annual benefit 50 report; providing criteria for the preparation of the 51 report; creating s. 607.513, F.S.; establishing 52 requirements for the availability and dissemination of 53 the annual report; authorizing a court to order 54 dissemination of the report; providing criteria; 55 creating part III of ch. 607, F.S., entitled “Benefit 56 Corporations”; creating s. 607.601, F.S.; providing 57 for application and effect; creating s. 607.602, F.S.; 58 providing definitions; creating s. 607.603, F.S.; 59 establishing requirements for the formation of a 60 benefit corporation; creating s. 607.604, F.S.; 61 providing procedures for an existing corporation to 62 become a benefit corporation; creating s. 607.605, 63 F.S.; providing procedures for the termination of a 64 benefit corporation status; creating s. 607.606, F.S.; 65 requiring that the corporate purpose be to create a 66 public benefit; providing criteria; creating s. 67 607.607, F.S.; requiring the directors of a benefit 68 corporation to meet a standard of conduct; providing 69 criteria for the standards; creating s. 607.608, F.S.; 70 authorizing the articles of incorporation of a benefit 71 corporation to provide for a benefit director; 72 providing powers and duties of the benefit director; 73 creating s. 607.609, F.S.; requiring the officers of a 74 benefit corporation to meet a standard of conduct; 75 providing criteria for the standards of conduct; 76 creating s. 607.610, F.S.; authorizing a benefit 77 corporation to designate an officer as a benefit 78 officer; providing for the powers and duties of the 79 benefit officer; creating s. 607.611, F.S.; 80 authorizing certain legal actions to be brought 81 against a benefit corporation, its officers, or its 82 directors; creating s. 607.612, F.S.; requiring the 83 board of directors to prepare an annual benefit 84 report; providing criteria for the preparation of the 85 report; creating s. 607.613, F.S.; establishing 86 requirements for the availability and dissemination of 87 the annual report; authorizing a court to order 88 dissemination of the report; amending ss. 617.0401 and 89 620.1108, F.S; providing additional exceptions 90 regarding the requirement that the names of entities 91 be distinguishable; specifying differences in names 92 which are not considered distinguishable; amending ss. 93 48.091, 215.555, 243.54, 310.171, 310.181, 329.10, 94 339.412, 420.101, 420.111, 420.161, 440.02, 440.386, 95 609.08, 617.1908, 618.221, 619.04, 624.430, 624.462, 96 624.489, 628.041, 631.262, 636.204, 641.2015, 97 655.0201, 658.23, 658.2953, 658.30, 658.36, 663.03, 98 663.04, 663.301, 663.306, 663.313, 718.111, 719.104, 99 720.302, 720.306, 766.101, and 865.09, F.S.; 100 conforming cross-references to changes made by the 101 act; providing an effective date. 102 103 Be It Enacted by the Legislature of the State of Florida: 104 105 Section 1. Subsection (1) of section 605.0112, Florida 106 Statutes, is amended to read: 107 605.0112 Name.— 108 (1) The name of a limited liability company: 109 (a) Must contain the words “limited liability company” or 110 the abbreviation “L.L.C.” or “LLC.”;111 (b) Must be distinguishable in the records of the Division 112 of Corporations of the department from the names of all other 113 entities or filings that are on file with the division, except 114 fictitious name registrations pursuant to s. 865.09, general 115 partnership registrations pursuant to s. 620.8105, and limited 116 liability partnership statements pursuant to s. 620.9001 which 117 are organized, registered, or reserved under the laws of this 118 state, which names are on file with the division; however, a 119 limited liability company may register under a name that is not 120 otherwise distinguishable on the records of the division with 121 the written consent of the owner entity if, providedthe consent 122 is filed with the division at the time of registration of such 123 name. A name that is different from the name of another entity 124 or filing due to any of the following is not considered 125 distinguishable: 126 1. A suffix. 127 2. A definite or indefinite article. 128 3. The word “and” and the symbol “&.” 129 4. The singular, plural, or possessive form of a word. 130 5. A recognized abbreviation of a root word. 131 6. A punctuation mark or a symbol.;132 (c) May not contain language stating or implying that the 133 limited liability company is organized for a purpose other than 134 a purpose authorized in this chapter and its articles of 135 organization.; and136 (d) May not contain language stating or implying that the 137 limited liability company is connected with a state or federal 138 government agency or a corporation or other entity chartered 139 under the laws of the United States. 140 Section 2. Sections 607.0101 through 607.193, Florida 141 Statutes, are designated as part I of chapter 607, Florida 142 Statutes, and entitled “CORPORATIONS.” 143 Section 3. Section 607.0101, Florida Statutes, is amended 144 to read: 145 607.0101 Short title.—This partact shall be known andmay 146 be cited as the “Florida Business Corporation Act.” 147 Section 4. Section 607.0401, Florida Statutes, is amended 148 to read: 149 607.0401 Corporate name.—A corporate name: 150 (1) Must contain the word “corporation,” “company,” or 151 “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.,” or 152 the designation “Corp,” “Inc,” or “Co,” as will clearly indicate 153 that it is a corporation instead of a natural person, 154 partnership, or other business entity.;155 (2) May not contain language stating or implying that the 156 corporation is organized for a purpose other than that permitted 157 in this act and its articles of incorporation.;158 (3) May not contain language stating or implying that the 159 corporation is connected with a state or federal government 160 agency or a corporation chartered under the laws of the United 161 States.; and162 (4) Must be distinguishable from the names of all other 163 entities or filings that are on file with the Division of 164 Corporations, except fictitious name registrations pursuant to 165 s. 865.09, general partnership registrations pursuant to s. 166 620.8105, and limited liability partnership statements pursuant 167 to s. 620.9001 which are organized, registered, or reserved 168 under the laws of this state, which names are on file with the169Division of Corporations. A name that is different from the name 170 of another entity or filing due to any of the following is not 171 considered distinguishable: 172 (a) A suffix. 173 (b) A definite or indefinite article. 174 (c) The word “and” and the symbol “&.” 175 (d) The singular, plural, or possessive form of a word. 176 (e) A recognized abbreviation of a root word. 177 (f) A punctuation mark or a symbol. 178 (5)The name of the corporationAs filed with the 179 Department of State, isshall befor public notice only and does 180shallnot alone create any presumption of ownership beyond that 181 which is created under the common law. 182 Section 5. Subsection (1) of section 607.1302, Florida 183 Statutes, is amended to read: 184 607.1302 Right of shareholders to appraisal.— 185 (1) A shareholder of a domestic corporation is entitled to 186 appraisal rights, and to obtain payment of the fair value of 187 that shareholder’s shares, in the event of any of the following 188 corporate actions: 189 (a) Consummation of a conversion of such corporation 190 pursuant to s. 607.1112 if shareholder approval is required for 191 the conversion and the shareholder is entitled to vote on the 192 conversion under ss. 607.1103 and 607.1112(6), or the 193 consummation of a merger to which such corporation is a party if 194 shareholder approval is required for the merger under s. 195 607.1103 and the shareholder is entitled to vote on the merger 196 or if such corporation is a subsidiary and the merger is 197 governed by s. 607.1104; 198 (b) Consummation of a share exchange to which the 199 corporation is a party as the corporation whose shares will be 200 acquired if the shareholder is entitled to vote on the exchange, 201 except that appraisal rights areshallnotbeavailable to any 202 shareholder of the corporation with respect to any class or 203 series of shares of the corporation that is not exchanged; 204 (c) Consummation of a disposition of assets pursuant to s. 205 607.1202 if the shareholder is entitled to vote on the 206 disposition, including a sale in dissolution but not including a 207 sale pursuant to court order or a sale for cash pursuant to a 208 plan by which all or substantially all of the net proceeds of 209 the sale will be distributed to the shareholders within 1 year 210 after the date of sale; 211 (d) An amendment of the articles of incorporation with 212 respect to the class or series of shares which reduces the 213 number of shares of a class or series owned by the shareholder 214 to a fraction of a share if the corporation has the obligation 215 or right to repurchase the fractional share so created; 216 (e) Any other amendment to the articles of incorporation, 217 merger, share exchange, or disposition of assets to the extent 218 provided by the articles of incorporation, bylaws, or a 219 resolution of the board of directors, except that no bylaw or 220 board resolution providing for appraisal rights may be amended 221 or otherwise altered except by shareholder approval;or222 (f) With regard to a class of shares prescribed in the 223 articles of incorporation prior to October 1, 2003, including 224 any shares within that class subsequently authorized by 225 amendment, any amendment of the articles of incorporation if the 226 shareholder is entitled to vote on the amendment and if such 227 amendment would adversely affect such shareholder by: 228 1. Altering or abolishing any preemptive rights attached to 229 any of his or her shares; 230 2. Altering or abolishing the voting rights pertaining to 231 any of his or her shares, except as such rights may be affected 232 by the voting rights of new shares then being authorized of any 233 existing or new class or series of shares; 234 3. Effecting an exchange, cancellation, or reclassification 235 of any of his or her shares, when such exchange, cancellation, 236 or reclassification would alter or abolish the shareholder’s 237 voting rights or alter his or her percentage of equity in the 238 corporation, or effecting a reduction or cancellation of accrued 239 dividends or other arrearages in respect to such shares; 240 4. Reducing the stated redemption price of any of the 241 shareholder’s redeemable shares, altering or abolishing any 242 provision relating to any sinking fund for the redemption or 243 purchase of any of his or her shares, or making any of his or 244 her shares subject to redemption when they are not otherwise 245 redeemable; 246 5. Making noncumulative, in whole or in part, dividends of 247 any of the shareholder’s preferred shares which had theretofore 248 been cumulative; 249 6. Reducing the stated dividend preference of any of the 250 shareholder’s preferred shares; or 251 7. Reducing any stated preferential amount payable on any 252 of the shareholder’s preferred shares upon voluntary or 253 involuntary liquidation;.254 (g) An amendment of the articles of incorporation of a 255 social purpose corporation to which s. 607.504 or s. 607.505 256 applies; 257 (h) An amendment of the articles of incorporation of a 258 benefit corporation to which s. 607.604 or s. 607.605 applies; 259 (i) A merger, conversion, or share exchange of a social 260 purpose corporation to which s. 607.504 applies; or 261 (j) A merger, conversion, or share exchange of a benefit 262 corporation to which s. 607.604 applies. 263 Section 6. Sections 607.501 through 607.513, Florida 264 Statutes, are designated as part II of chapter 607, Florida 265 Statutes, and entitled “SOCIAL PURPOSE CORPORATIONS.” 266 Section 7. Section 607.501, Florida Statutes, is created to 267 read: 268 607.501 Application and effect of part.— 269 (1) This part applies to a social purpose corporation and 270 does not affect a corporation that is not a social purpose 271 corporation. 272 (2) Except as otherwise provided in this part, this chapter 273 applies generally to all social purpose corporations. 274 (3) A social purpose corporation may be simultaneously 275 subject to this part and to one or more chapters, including 276 chapter 621. In such event, this part takes precedence with 277 respect to a social purpose corporation. 278 (4) Except as authorized by this part, a provision of the 279 articles of incorporation or bylaws of a social purpose 280 corporation, or a shareholders agreement among shareholders of a 281 social purpose corporation, may not limit, be inconsistent with, 282 or supersede a provision of this part. 283 Section 8. Section 607.502, Florida Statutes, is created to 284 read: 285 607.502 Definitions.—As used in this part, unless the 286 context otherwise requires, the term: 287 (1) “Benefit director” means: 288 (a) The director designated as the benefit director of a 289 social purpose corporation under s. 607.508; or 290 (b) A person with one or more of the powers, duties, or 291 rights of a benefit director to the extent provided in the 292 articles of incorporation or bylaws under s. 607.508. 293 (2) “Benefit enforcement proceeding” means a claim or 294 action for: 295 (a) The failure of a social purpose corporation to pursue 296 or create a public benefit or a specific public benefit 297 established in its articles of incorporation; or 298 (b) A violation of any obligation, duty, or standard of 299 conduct under this part. 300 (3) “Benefit officer” means the individual designated as 301 the benefit officer of a social purpose corporation under s. 302 607.510. 303 (4) “Independent” means not having a material relationship 304 with the social purpose corporation or a subsidiary of the 305 social purpose corporation. A person does not have a material 306 relationship solely by virtue of serving as the benefit director 307 or benefit officer of the social purpose corporation or a 308 subsidiary of the social purpose corporation. In determining 309 whether a director or officer is independent, a material 310 relationship between an individual and a social purpose 311 corporation or any of its subsidiaries will be conclusively 312 presumed to exist, at the time independence is to be determined, 313 if any of the following apply: 314 (a) The individual is or was within the prior 3 years an 315 employee, other than a benefit officer, of the social purpose 316 corporation or a subsidiary. 317 (b) An immediate family member of the individual is or was 318 within the prior 3 years an executive officer, other than a 319 benefit officer, of the social purpose corporation or a 320 subsidiary. 321 (c) When ownership is calculated as if all outstanding 322 rights to acquire equity interests in the social purpose 323 corporation had been exercised, there is beneficial or record 324 ownership of 5 percent or more of the outstanding shares of the 325 social purpose corporation by: 326 1. The individual; or 327 2. An entity: 328 a. Of which the individual is a director, an officer, or a 329 manager; or 330 b. In which, when ownership is calculated as if all 331 outstanding rights to acquire equity interests in the entity had 332 been exercised, the individual owns beneficially or of record 5 333 percent or more of the outstanding equity interests. 334 (5) “Minimum status vote” means: 335 (a) In the case of a corporation that is to become a social 336 purpose corporation, whether by amendment of the articles of 337 incorporation or by way of or pursuant to a merger, conversion, 338 or share exchange; a social purpose corporation whose articles 339 of incorporation are to be amended pursuant to s. 607.506(2); or 340 a social purpose corporation that is to cease being a social 341 purpose corporation, in addition to any other required approval 342 or vote, the satisfaction of the following conditions: 343 1. The holders of each class or series of shares shall be 344 entitled to vote as a separate voting group on the corporate 345 action regardless of any limitation on the voting rights of any 346 class or series stated in the articles of incorporation or 347 bylaws. 348 2. The corporate action is approved by vote of each class 349 or series of shares entitled to vote by at least two-thirds of 350 the total votes of the class or series. 351 (b) In the case of a domestic entity, other than a 352 corporation, which is to be simultaneously converted to a social 353 purpose corporation or merged into a social purpose corporation, 354 in addition to any other required approval, vote, or consent, 355 the satisfaction of the following conditions: 356 1. The holders of each class or series of equity interest 357 in the entity who are entitled to receive a distribution of any 358 kind are entitled, as a separate voting group, to vote on or 359 consent to the action regardless of any applicable limitation on 360 the voting or consent rights of any class or series. 361 2. The action is approved by vote or consent of each class 362 or series of equity interest described in subparagraph 1. who 363 are entitled to vote by at least two-thirds of the votes or 364 consent of the class or series. 365 (6) “Public benefit” means a positive effect, or the 366 minimization of negative effects taken as a whole, on the 367 environment or on one or more categories of persons or entities, 368 other than shareholders in their capacity as shareholders, of an 369 artistic, charitable, economic, educational, cultural, literary, 370 religious, social, ecological, or scientific nature, from the 371 business and operations of a social purpose corporation. The 372 term includes, but is not limited to, the following: 373 (a) Providing low-income or underserved individuals or 374 communities with beneficial products or services. 375 (b) Promoting economic opportunity for individuals or 376 communities beyond the creation of jobs in the normal course of 377 business. 378 (c) Protecting or restoring the environment. 379 (d) Improving human health. 380 (e) Promoting the arts, sciences, or advancement of 381 knowledge. 382 (f) Increasing the flow of capital to entities that have as 383 their stated purpose the provision of a benefit to society or 384 the environment. 385 (7) “Social purpose corporation” means a corporation that 386 is formed, or has elected to become, subject to this part, the 387 status of which as a social purpose corporation has not been 388 terminated. 389 (8) “Specific public benefit” means a benefit identified as 390 a purpose of the social purpose corporation which is set forth 391 in the articles of incorporation and is consistent with a public 392 benefit. 393 (9) “Subsidiary” means, in relation to a person other than 394 an individual, an entity in which the person owns beneficially 395 or of record 50 percent or more of the outstanding equity 396 interests. 397 (10) “Third-party standard” means a recognized standard for 398 defining, reporting, and assessing the societal and 399 environmental performance of a business which is: 400 (a) Comprehensive, because it assesses the effect of the 401 business and its operations upon the interests listed in s. 402 607.507(1)(a). 403 (b) Developed by an entity that is not controlled by the 404 social purpose corporation. 405 (c) Credible, because it is developed by an entity that has 406 access to necessary expertise to assess the overall effect of 407 the business and uses a balanced, collaborative approach to 408 develop the standard, including a period for public comment. 409 (d) Transparent, because the following information is 410 publicly available: 411 1. The criteria considered under the standard when 412 measuring the overall effect of the business and its operations 413 upon the interests provided in s. 607.507(1)(a) and the relative 414 weights, if any, of those criteria; and 415 2. The process used in the development and revision of the 416 third-party standard regarding the identity of the directors, 417 officers, material owners, and governing body of the entity that 418 developed and controls revisions to the standard; the process by 419 which revisions to the standard and changes to the membership of 420 the governing body are made; and an accounting of the revenue 421 and sources of financial support for the entity with sufficient 422 detail to disclose any relationships that could reasonably be 423 considered to present a potential conflict of interest. 424 Section 9. Section 607.503, Florida Statutes, is created to 425 read: 426 607.503 Incorporation.—To incorporate as a social purpose 427 corporation, an incorporator must satisfy the requirements of 428 this chapter, and the articles of incorporation must state that 429 the corporation is a social purpose corporation under this part. 430 Section 10. Section 607.504, Florida Statutes, is created 431 to read: 432 607.504 Election of social purpose corporation status.— 433 (1) An existing corporation may become a social purpose 434 corporation under this part by amending its articles of 435 incorporation to include a statement that the corporation is a 436 social purpose corporation under this part. The amendment must 437 be adopted by the minimum status vote. 438 (2) A plan of merger, conversion, or share exchange must be 439 adopted by the minimum status vote if an entity that is not a 440 social purpose corporation is a party to the merger or 441 conversion or if the exchanging entity in a share exchange and 442 the surviving, new, or resulting entity is, or will be, a social 443 purpose corporation. 444 (3) If an entity elects to become a social purpose 445 corporation by amendment of the articles of incorporation or by 446 a merger, conversion, or share exchange, the shareholders of the 447 entity are entitled to appraisal rights under and pursuant to 448 ss. 607.1301-607.1333. 449 Section 11. Section 607.505, Florida Statutes, is created 450 to read: 451 607.505 Termination of social purpose corporation status.— 452 (1) A social purpose corporation may terminate its status 453 as such and cease to be subject to this part by amending its 454 articles of incorporation to delete the provision required under 455 s. 607.503 or s. 607.504. The amendment must be adopted by the 456 minimum status vote. 457 (2) A plan of merger, conversion, or share exchange which 458 has the effect of terminating the status of a corporation as a 459 social purpose corporation must be adopted by the minimum status 460 vote. A sale, lease, exchange, or other disposition of all or 461 substantially all of the assets of a social purpose corporation 462 is not effective unless the transaction is approved by the 463 minimum status vote. However, a minimum status vote is not 464 required if the transaction is in the usual and regular course 465 of business, is pursuant to court order, or is a sale pursuant 466 to which all or a substantial portion of the net proceeds of the 467 sale will be distributed to the shareholders within 1 year after 468 the date of the sale. 469 (3) If a corporation’s status as a social purpose 470 corporation is terminated pursuant to subsection (1) or 471 subsection (2), shareholders of the corporation are entitled to 472 appraisal rights under and pursuant to ss. 607.1301-607.1333. 473 Section 12. Section 607.506, Florida Statutes, is created 474 to read: 475 607.506 Corporate purpose.— 476 (1) A social purpose corporation has the purpose of 477 creating a public benefit. This purpose is in addition to its 478 purpose under s. 607.0301. 479 (2) The articles of incorporation of a social purpose 480 corporation may identify one or more specific public benefits as 481 its purpose in addition to its purposes under s. 607.0301 and 482 subsection (1). A social purpose corporation may amend its 483 articles of incorporation to add, amend, or delete the 484 identification of a specific public benefit purpose; however, 485 the amendment must be adopted by the minimum status vote. 486 (3) The creation of a public benefit and a specific public 487 benefit under subsections (1) and (2) is deemed to be in the 488 best interest of the social purpose corporation. 489 (4) A professional corporation that is a social purpose 490 corporation does not violate s. 621.08 by having as its purpose 491 the creation of a public benefit or a specific public benefit. 492 Section 13. Section 607.507, Florida Statutes, is created 493 to read: 494 607.507 Standard of conduct for directors.— 495 (1) In discharging their duties and in considering the best 496 interests of the social purpose corporation, the directors: 497 (a) Shall consider the effects of any action or inaction 498 upon: 499 1. The shareholders of the social purpose corporation; and 500 2. The ability of the social purpose corporation to 501 accomplish its public benefit or any specific public benefit 502 purpose. 503 (b) May consider the effects of any action or inaction upon 504 any of the following: 505 1. The employees and work force of the social purpose 506 corporation, its subsidiaries, and its suppliers. 507 2. The interests of customers and suppliers as 508 beneficiaries of the public benefit or specific public benefits 509 of the social purpose corporation. 510 3. Community and societal factors, including those of each 511 community in which offices or facilities of the social purpose 512 corporation, its subsidiaries, or its suppliers are located. 513 4. The local and global environment. 514 5. The short-term and long-term interests of the social 515 purpose corporation, including benefits that may accrue to the 516 social purpose corporation from its long-term plans and the 517 possibility that these interests may be best served by the 518 continued independence of the social purpose corporation. 519 (c) May consider other pertinent factors or the interests 520 of any other group that they deem appropriate. 521 (d) Are not required to give priority to the interests of a 522 particular person or group referred to in paragraph (a), 523 paragraph (b), or paragraph (c) unless the social purpose 524 corporation states in its articles of incorporation its 525 intention to give such priority. 526 (e) Are not required to give equal weight to the interests 527 of any particular person or group referred to in paragraph (a), 528 paragraph (b), or paragraph (c) unless the social purpose 529 corporation has stated in its articles of incorporation its 530 intention to give such equal weight. 531 (2) Except as provided in the articles of incorporation, a 532 director is not personally liable for monetary damages to the 533 corporation, or to any other person, for the failure of the 534 social purpose corporation to pursue or create a public benefit 535 or a specific public benefit. A director is subject to the 536 duties specified in s. 607.0830. 537 (3) Except as provided in the articles of incorporation, a 538 director does not have a duty to a person who is a beneficiary 539 of the public benefit purpose or any one or more specific public 540 benefit purposes of a social purpose corporation. 541 Section 14. Section 607.508, Florida Statutes, is created 542 to read: 543 607.508 Benefit director.— 544 (1) If the articles of incorporation so provide, the board 545 of directors of a social purpose corporation may include a 546 director who is designated as the benefit director and, in 547 addition to the powers, duties, rights, and immunities of the 548 other directors of the social purpose corporation, has the 549 powers, duties, rights, and immunities provided in this part. 550 (2) The benefit director shall be elected, and may be 551 removed, in the manner provided by this chapter. Except as 552 provided under subsection (5), the benefit director shall be 553 independent and may serve as a benefit officer. The articles of 554 incorporation or bylaws may prescribe additional qualifications 555 of the benefit director. 556 (3) Unless the articles of incorporation or bylaws provide 557 otherwise, the benefit director shall prepare, and the social 558 purpose corporation shall include in the annual benefit report 559 to shareholders required under s. 607.512, the opinion of the 560 benefit director on the following: 561 (a) Whether the social purpose corporation in all material 562 respects acted in accordance with its public benefit purpose and 563 any specific public benefit purpose during the period covered by 564 the report. 565 (b) Whether the directors and officers complied with ss. 566 607.507(1) and 607.509(1). 567 (c) Whether the social purpose corporation or its directors 568 or officers failed to comply with paragraph (a) or s. 607.507(1) 569 or s. 607.509(1), including a description of the ways in which 570 the social purpose corporation or its directors or officers 571 failed to comply. 572 (4) The action or inaction of an individual in his or her 573 capacity as a benefit director shall constitute for all purposes 574 an action or inaction of that individual in his or her capacity 575 as a director of the social purpose corporation. 576 (5) The benefit director of a corporation formed under 577 chapter 621 is not required to be independent. 578 Section 15. Section 607.509, Florida Statutes, is created 579 to read: 580 607.509 Standard of conduct for officers.— 581 (1) If an officer of a social purpose corporation 582 reasonably believes that a matter may have a material effect on 583 the ability of the corporation to create a public benefit or a 584 specific public benefit identified in the articles of 585 incorporation and the officer has discretion to act on the 586 matter, the officer shall consider the interests and factors 587 provided in s. 607.507(1). 588 (2) The officer’s consideration of interests and factors 589 under subsection (1) does not constitute a violation of s. 590 607.0841. 591 (3) Except as provided in the articles of incorporation, an 592 officer is not personally liable for monetary damages to the 593 corporation or any other person for the failure of the social 594 purpose corporation to pursue or create a public benefit or a 595 specific public benefit; however, he or she is subject to s. 596 607.0841. 597 (4) Except as provided in the articles of incorporation, an 598 officer does not have any duty to a person who is a beneficiary 599 of the public benefit purpose or any specific public benefit 600 purpose of a social purpose corporation arising from the status 601 of the person as a beneficiary. 602 Section 16. Section 607.510, Florida Statutes, is created 603 to read: 604 607.510 Benefit officer.— 605 (1) A social purpose corporation may designate an officer 606 as the benefit officer. 607 (2) The benefit officer has the powers and duties set forth 608 in the bylaws or determined by the board of directors, which may 609 include, but are not limited to: 610 (a) Powers and duties relating to the public benefit or a 611 specific public benefit purpose of the corporation; and 612 (b) The duty to prepare the annual benefit report required 613 under s. 607.512. 614 Section 17. Section 607.511, Florida Statutes, is created 615 to read: 616 607.511 Right of action.— 617 (1)(a) Except in a benefit enforcement proceeding, a person 618 may not bring an action or assert a claim against a social 619 purpose corporation or its directors or officers with respect 620 to: 621 1. A failure to pursue or create a public benefit or a 622 specific public benefit set forth in its articles of 623 incorporation; or 624 2. A violation of an obligation, duty, or standard of 625 conduct under this part. 626 (b) A social purpose corporation is not liable for monetary 627 damages under this part for the failure of the social purpose 628 corporation to pursue or create a public benefit or a specific 629 public benefit. 630 (2) A benefit enforcement proceeding may be commenced or 631 maintained only: 632 (a) Directly by the social purpose corporation; or 633 (b) Derivatively by: 634 1. A shareholder of record on the date of the action or 635 inaction complained of in the benefit enforcement proceeding; 636 2. A director; 637 3. A person or group of persons that owns beneficially or 638 of record 5 percent or more of the outstanding equity interests 639 in an entity of which the social purpose corporation is a 640 subsidiary on the date of the action or inaction complained of 641 in the benefit enforcement proceeding; or 642 4. Any other person who is specified in the articles of 643 incorporation or bylaws of the social purpose corporation. 644 Section 18. Section 607.512, Florida Statutes, is created 645 to read: 646 607.512 Preparation of annual benefit report.— 647 (1) Unless it is prepared by a benefit director or benefit 648 officer, the board of directors shall prepare an annual benefit 649 report. The annual benefit report must include all of the 650 following: 651 (a) A narrative description of: 652 1. The ways in which the social purpose corporation pursued 653 a public benefit during the year and the extent to which a 654 public benefit was created. 655 2. Any circumstance that has hindered the pursuit or 656 creation of a public benefit by the social purpose corporation. 657 3. The process and rationale for selecting or changing the 658 third-party standard used to prepare the benefit report, if the 659 articles of incorporation of the social purpose corporation 660 require, or the board of directors determines, that the annual 661 benefit report must be prepared in accordance with a third-party 662 standard. 663 (b) If the articles of incorporation of the social purpose 664 corporation require, or the board of directors determines, that 665 the annual benefit report must be prepared in accordance with a 666 third-party standard, the third-party standard must be: 667 1. Applied consistently with any previous application in 668 prior annual benefit reports; or 669 2. Accompanied by an explanation of the reasons for 670 inconsistent application or any change in the standard from the 671 immediate prior report. 672 (c) The name of the benefit director and the benefit 673 officer, if those positions exist, and the respective addresses 674 to which correspondence may be directed. 675 (d) If the corporation has a benefit director, his or her 676 statement as provided in s. 607.508(3). 677 (e) If the articles of incorporation of the social purpose 678 corporation require, or the board of directors determines, that 679 the annual benefit report must be prepared in accordance with a 680 third-party standard, a statement of any connection between the 681 organization that established the third-party standard, or its 682 directors, officers, or any holder of 5 percent or more of the 683 governance interests in the organization, and the social purpose 684 corporation or its directors, officers, or any holder of 5 685 percent or more of the outstanding shares of the social purpose 686 corporation, including any financial or governance relationship 687 that might materially affect the credibility of the use of the 688 third-party standard. 689 (2) If, during the year covered by an annual benefit 690 report, a benefit director resigned from, or refused to stand 691 for reelection to, his or her position, or was removed from his 692 or her position, and he or she furnished written correspondence 693 to the social purpose corporation concerning the circumstances 694 surrounding his or her departure, that correspondence must be 695 included as an exhibit in the annual benefit report. 696 (3) The annual benefit report and the assessment of the 697 performance of the social purpose corporation in the annual 698 benefit report required under paragraph (1)(b) are not required 699 to be audited or certified by a third-party standards provider. 700 Section 19. Section 607.513, Florida Statutes, is created 701 to read: 702 607.513 Availability of annual benefit report.— 703 (1) Each social purpose corporation shall send its annual 704 benefit report to each shareholder: 705 (a) Within 120 days after the end of the fiscal year of the 706 social purpose corporation; or 707 (b) At the same time that the social purpose corporation 708 delivers any other annual report to its shareholders. 709 (2) A social purpose corporation shall post each annual 710 benefit report on the public portion of its website, if any, and 711 it shall remain posted for at least 3 years. 712 (3) If a social purpose corporation does not have a 713 website, the corporation shall provide a copy of its most recent 714 annual benefit report, without charge, to any person who 715 requests a copy. 716 (4) If a social purpose corporation does not comply with 717 the annual benefit report delivery requirement, the circuit 718 court in the county in which the principal office of the social 719 purpose corporation is located or, if no office is located in 720 this state, the county in which its registered office is 721 located, may, after a shareholder of the social purpose 722 corporation requests a copy, summarily order the corporation to 723 furnish the annual benefit report. If the court orders the 724 annual benefit report to be furnished, the court may also order 725 the social purpose corporation to pay the shareholder’s costs, 726 including reasonable attorney fees, which were incurred in 727 obtaining the order and otherwise enforce his or her rights 728 under this section. 729 Section 20. Sections 607.601 through 607.613, Florida 730 Statutes, are designated as part III of chapter 607, Florida 731 Statutes, entitled “BENEFIT CORPORATIONS.” 732 Section 21. Section 607.601, Florida Statutes, is created 733 to read: 734 607.601 Application and effect of part.— 735 (1) This part applies to a benefit corporation and does not 736 affect a corporation that is not a benefit corporation. 737 (2) Except as provided in this part, this chapter applies 738 generally to all benefit corporations. 739 (3) A benefit corporation may be simultaneously subject to 740 this part and to one or more chapters, including chapter 621. In 741 such event, this part takes precedence with respect to a benefit 742 corporation. 743 (4) Except as authorized by this part, a provision of the 744 articles of incorporation or bylaws of a benefit corporation, or 745 a shareholders agreement among shareholders of a benefit 746 corporation, may not limit, be inconsistent with, or supersede a 747 provision of this part. 748 Section 22. Section 607.602, Florida Statutes, is created 749 to read: 750 607.602 Definitions.—As used in this part, unless the 751 context otherwise requires, the term: 752 (1) “Benefit corporation” means a corporation that is 753 formed, or has elected to become, subject to this part, the 754 status of which as a benefit corporation has not been 755 terminated. 756 (2) “Benefit director” means: 757 (a) The director designated as the benefit director of a 758 benefit corporation under s. 607.608; or 759 (b) A person with one or more of the powers, duties, or 760 rights of a benefit director to the extent provided in the 761 articles of incorporation or bylaws under s. 607.608. 762 (3) “Benefit enforcement proceeding” means any claim or 763 action for: 764 (a) The failure of a benefit corporation to pursue or 765 create general public benefit or a specific public benefit 766 purpose set forth in its articles of incorporation; or 767 (b) A violation of any obligation, duty, or standard of 768 conduct under this part. 769 (4) “Benefit officer” means the individual designated as 770 the benefit officer of a benefit corporation under s. 607.610. 771 (5) “General public benefit” means a material, positive 772 effect on society and the environment, taken as a whole, as 773 assessed using a third-party standard which is attributable to 774 the business and operations of a benefit corporation. 775 (6) “Independent” means not having a material relationship 776 with the benefit corporation or a subsidiary of the benefit 777 corporation. A person does not have a material relationship 778 solely by virtue of serving as the benefit director or benefit 779 officer of the benefit corporation or a subsidiary of the 780 benefit corporation. In determining whether a director or 781 officer is independent, a material relationship between an 782 individual and a benefit corporation or any of its subsidiaries 783 will be conclusively presumed to exist, at the time independence 784 is to be determined, if any of the following apply: 785 (a) The individual is or has been within the prior 3 years 786 an employee, other than a benefit officer, of the benefit 787 corporation or a subsidiary. 788 (b) An immediate family member of the individual is or has 789 been within the prior 3 years an executive officer, other than a 790 benefit officer, of the benefit corporation or a subsidiary. 791 (c) When ownership is calculated as if all outstanding 792 rights to acquire equity interests in the benefit corporation 793 had been exercised, there is beneficial or record ownership of 5 794 percent or more of the outstanding shares of the benefit 795 corporation by: 796 1. The individual; or 797 2. An entity: 798 a. Of which the individual is a director, an officer, or a 799 manager; or 800 b. In which, when ownership is calculated as if all 801 outstanding rights to acquire equity interests in the entity had 802 been exercised, the individual owns beneficially or of record 5 803 percent or more of the outstanding equity interests. 804 (7) “Minimum status vote” means: 805 (a) In the case of a corporation that is to become a 806 benefit corporation, whether by amendment of the articles of 807 incorporation or by way of or pursuant to a merger, conversion, 808 or share exchange; a benefit corporation whose articles of 809 incorporation are to be amended pursuant to s. 607.606(2); or a 810 benefit corporation that is to cease being a benefit 811 corporation, in addition to any other required approval or vote, 812 the satisfaction of the following conditions: 813 1. The holders of each class or series of shares shall be 814 entitled to vote as a separate voting group on the corporate 815 action regardless of any limitation on the voting rights of any 816 class or series stated in the articles of incorporation or 817 bylaws. 818 2. The corporate action is approved by vote of each class 819 or series of shares entitled to vote by at least two-thirds of 820 the total votes of the class or series. 821 (b) In the case of a domestic entity, other than a 822 corporation, which is to be simultaneously converted to a 823 benefit corporation or merged into a benefit corporation, in 824 addition to any other required approval, vote, or consent, the 825 satisfaction of the following conditions: 826 1. The holders of each class or series of equity interest 827 in the entity who are entitled to receive a distribution of any 828 kind are entitled, as a separate voting group, to vote on or 829 consent to the action regardless of any applicable limitation on 830 the voting or consent rights of any class or series. 831 2. The action is approved by vote or consent of each class 832 or series of equity interest described in subparagraph 1. who 833 are entitled to vote by at least two-thirds of the votes or 834 consent of the class or series. 835 (8) “Specific public benefit” includes, but is not limited 836 to: 837 (a) Providing low-income or underserved individuals or 838 communities with beneficial products or services; 839 (b) Promoting economic opportunity for individuals or 840 communities beyond the creation of jobs in the normal course of 841 business; 842 (c) Protecting or restoring the environment; 843 (d) Improving human health; 844 (e) Promoting the arts, sciences, or advancement of 845 knowledge; 846 (f) Increasing the flow of capital to entities that have as 847 their stated purpose the provision of a benefit to society or 848 the environment; and 849 (g) Any other public benefit consistent with the purposes 850 of the benefit corporation. 851 (9) “Subsidiary” means, in relation to a person other than 852 an individual, an entity in which a person owns beneficially or 853 of record 50 percent or more of the outstanding equity 854 interests. 855 (10) “Third-party standard” means a recognized standard for 856 defining, reporting, and assessing the societal and 857 environmental performance of a business which is: 858 (a) Comprehensive, because it assesses the effect of the 859 business and its operations upon the interests provided in s. 860 607.607(1)(a)2.-5. 861 (b) Developed by an entity that is not controlled by the 862 benefit corporation. 863 (c) Credible, because it is developed by an entity that has 864 access to necessary expertise to assess the overall societal and 865 environmental performance of a business and uses a balanced, 866 collaborative approach to develop the standard, including a 867 period for public comment. 868 (d) Transparent, because the following information is 869 publicly available: 870 1. The criteria considered under the standard when 871 measuring the overall societal and environmental performance of 872 a business and the relative weights, if any, of those criteria. 873 2. The identity of the directors, officers, material 874 owners, and the governing body of the entity that developed and 875 controlled revisions; the process by which revisions to the 876 standard and changes to the membership of the governing body are 877 made; and an accounting of the revenue and sources of financial 878 support for the entity, with sufficient detail to disclose any 879 relationships that could reasonably be considered to present a 880 potential conflict of interest. 881 Section 23. Section 607.603, Florida Statutes, is created 882 to read: 883 607.603 Incorporation.—To incorporate as a benefit 884 corporation, an incorporator must satisfy the requirements of 885 this chapter, and the articles of incorporation must state that 886 the corporation is a benefit corporation under this part. 887 Section 24. Section 607.604, Florida Statutes, is created 888 to read: 889 607.604 Election of benefit corporation status.— 890 (1) An existing corporation may become a benefit 891 corporation under this part by amending its articles of 892 incorporation to include a statement that the corporation is a 893 benefit corporation under this part. The amendment must be 894 adopted by the minimum status vote. 895 (2) A plan of merger, conversion, or share exchange must be 896 adopted by the minimum status vote if an entity that is not a 897 benefit corporation is a party to a merger or conversion or if 898 the exchanging entity in a share exchange and the surviving, 899 new, or resulting entity is, or will be, a benefit corporation. 900 (3) If an entity elects to become a benefit corporation by 901 amendment of the articles of incorporation or by a merger, 902 conversion, or share exchange, the shareholders of the entity 903 are entitled to appraisal rights under and pursuant to ss. 904 607.1301-607.1333. 905 Section 25. Section 607.605, Florida Statutes, is created 906 to read: 907 607.605 Termination of benefit corporation status.— 908 (1) A benefit corporation may terminate its status as such 909 and cease to be subject to this part by amending its articles of 910 incorporation to delete the provision required under s. 607.603 911 or s. 607.604. The amendment must be adopted by the minimum 912 status vote. 913 (2) A plan of merger, conversion, or share exchange which 914 has the effect of terminating the status of a corporation as a 915 benefit corporation must be adopted by the minimum status vote. 916 A sale, lease, exchange, or other disposition of all or 917 substantially all of the assets of a benefit corporation is not 918 effective unless the transaction is approved by the minimum 919 status vote. However, a minimum status vote is not required if 920 the transaction is in the usual and regular course of business, 921 is pursuant to court order, or is a sale pursuant to which all 922 or a substantial portion of the net proceeds of the sale will be 923 distributed to the shareholders within 1 year after the date of 924 the sale. 925 (3) If a corporation’s status as a benefit corporation is 926 terminated pursuant to subsection (1) or subsection (2), 927 shareholders of the corporation are entitled to appraisal rights 928 under and pursuant to ss. 607.1301-607.1333. 929 Section 26. Section 607.606, Florida Statutes, is created 930 to read: 931 607.606 Corporate purpose.— 932 (1) A benefit corporation has the purpose of creating 933 general public benefit. This purpose is in addition to its 934 purpose under s. 607.0301. 935 (2) The articles of incorporation of a benefit corporation 936 may identify one or more specific public benefits as its purpose 937 in addition to its purposes under s. 607.0301 and subsection 938 (1). A benefit corporation may amend its articles of 939 incorporation to add, amend, or delete the identification of a 940 specific public benefit purpose; however, the amendment must be 941 adopted by the minimum status vote. The identification of a 942 specific public benefit under this subsection does not limit the 943 obligation of a benefit corporation under subsection (1). 944 (3) The creation of general public benefit and a specific 945 public benefit under subsections (1) and (2) is deemed to be in 946 the best interest of the benefit corporation. 947 (4) A professional corporation that is a benefit 948 corporation does not violate s. 621.08 by having as its purpose 949 the creation of general public benefit or a specific public 950 benefit. 951 Section 27. Section 607.607, Florida Statutes, is created 952 to read: 953 607.607 Standard of conduct for directors.— 954 (1) In discharging their duties and in considering the best 955 interests of the benefit corporation, the directors: 956 (a) Shall consider the effects of any action or inaction 957 upon: 958 1. The shareholders of the benefit corporation; 959 2. The employees and workforce of the benefit corporation, 960 its subsidiaries, and its suppliers; 961 3. The interests of customers and suppliers as 962 beneficiaries of the general public benefit and any specific 963 public benefit purposes of the benefit corporation; 964 4. Community and societal factors, including those of each 965 community in which offices or facilities of the benefit 966 corporation, its subsidiaries, or its suppliers are located; 967 5. The local and global environment; 968 6. The short-term and long-term interests of the benefit 969 corporation, including benefits that may accrue to the benefit 970 corporation from its long-term plans and the possibility that 971 these interests may be best served by the continued independence 972 of the benefit corporation; and 973 7. The ability of the benefit corporation to accomplish its 974 general public benefit purpose and each of its specific public 975 benefit purposes, if any. 976 (b) May consider other pertinent factors or the interests 977 of any other group that they deem appropriate. 978 (c) Are not required to give priority to the interests of a 979 particular person or group referred to in paragraph (a) or 980 paragraph (b) over the interests of any other person or group, 981 unless the benefit corporation has stated in its articles of 982 incorporation its intention to give priority to certain 983 interests. 984 (d) Are not required to give equal weight to the interests 985 of a particular person or group referred to in paragraph (a) or 986 paragraph (b) unless the benefit corporation has stated in its 987 articles of incorporation its intention to give such equal 988 weight. 989 (2) Except as provided in the articles of incorporation, a 990 director is not personally liable for monetary damages to the 991 corporation, or to any other person, for the failure of the 992 benefit corporation to pursue or create general public benefit 993 or a specific public benefit. A director is subject to the 994 duties established in s. 607.0830. 995 (3) Except as provided in the articles of incorporation, a 996 director does not have a duty to a person who is a beneficiary 997 of the general public benefit purpose or any one or more 998 specific public benefit purposes of the benefit corporation. 999 Section 28. Section 607.608, Florida Statutes, is created 1000 to read: 1001 607.608 Benefit director.— 1002 (1) If the articles of incorporation so provide, the board 1003 of directors of a benefit corporation may include a director who 1004 is designated as the benefit director and, in addition to the 1005 powers, duties, rights, and immunities of the other directors of 1006 the benefit corporation, has the powers, duties, rights, and 1007 immunities provided in this part. 1008 (2) The benefit director shall be elected, and may be 1009 removed, in the manner provided by this chapter. Except as 1010 provided under subsection (5), the benefit director shall be 1011 independent and may serve as a benefit officer. The articles of 1012 incorporation or bylaws may prescribe additional qualifications 1013 of the benefit director. 1014 (3) Unless the articles of incorporation or bylaws provide 1015 otherwise, the benefit director shall prepare, and the benefit 1016 corporation shall include in the annual benefit report to 1017 shareholders required under s. 607.612, the opinion of the 1018 benefit director on the following: 1019 (a) Whether the benefit corporation in all material 1020 respects acted in accordance with its general public benefit 1021 purpose and any specific public benefit purpose during the 1022 period covered by the report. 1023 (b) Whether the directors and officers complied with ss. 1024 607.607(1) and 607.609(1). 1025 (c) Whether the benefit corporation or its directors or 1026 officers failed to comply with paragraph (a) or s. 607.607(1) or 1027 s. 607.609(1), including a description of the ways in which the 1028 benefit corporation or its directors or officers failed to 1029 comply. 1030 (4) The action or inaction of an individual in his or her 1031 capacity as a benefit director shall constitute for all purposes 1032 an action or inaction of that individual in his or her capacity 1033 as a director of the benefit corporation. 1034 (5) The benefit director of a corporation formed under 1035 chapter 621 is not required to be independent. 1036 Section 29. Section 607.609, Florida Statutes, is created 1037 to read: 1038 607.609 Standard of conduct for officers.— 1039 (1) If an officer of a benefit corporation reasonably 1040 believes that a matter may have a material effect on the ability 1041 of the corporation to create, or the creation by the corporation 1042 of, general public benefit or a specific public benefit 1043 identified in the articles of incorporation and the officer has 1044 discretion to act on the matter, the officer shall consider the 1045 interests and factors provided in s. 607.607(1). 1046 (2) The officer’s consideration of interests and factors 1047 under subsection (1) does not constitute a violation of s. 1048 607.0841. 1049 (3) Except as provided in the articles of incorporation, an 1050 officer is not personally liable for monetary damages to the 1051 corporation or to any other person for the failure of the 1052 benefit corporation to pursue or create general public benefit 1053 or a specific public benefit; however, he or she is subject to 1054 s. 607.0841. 1055 (4) Except as provided in the articles of incorporation, an 1056 officer does not have a duty to a person who is a beneficiary of 1057 the general public benefit purpose or any specific public 1058 benefit purpose of the benefit corporation arising from the 1059 status of the person as a beneficiary. 1060 Section 30. Section 607.610, Florida Statutes, is created 1061 to read: 1062 607.610 Benefit officer.— 1063 (1) A benefit corporation may designate an officer as the 1064 benefit officer. 1065 (2) The benefit officer has the powers and duties set forth 1066 in the bylaws or determined by the board of directors, which may 1067 include, but are not limited to: 1068 (a) Powers and duties relating to the general public 1069 benefit or a specific public benefit purpose of the corporation; 1070 and 1071 (b) The duty to prepare the annual benefit report required 1072 under s. 607.612. 1073 Section 31. Section 607.611, Florida Statutes, is created 1074 to read: 1075 607.611 Right of action.— 1076 (1)(a) Except in a benefit enforcement proceeding, no 1077 person may bring an action or assert a claim against a benefit 1078 corporation or its directors or officers with respect to: 1079 1. A failure to pursue or create a general public benefit 1080 or a specific public benefit set forth in its articles of 1081 incorporation; or 1082 2. A violation of an obligation, duty, or standard of 1083 conduct under this part. 1084 (b) A benefit corporation is not liable for monetary 1085 damages under this part for the failure of the benefit 1086 corporation to pursue or create general public benefit or a 1087 specific public benefit. 1088 (2) A benefit enforcement proceeding may be commenced or 1089 maintained only: 1090 (a) Directly by the benefit corporation; or 1091 (b) Derivatively by: 1092 1. A shareholder of record on the date of the action or 1093 inaction complained of in the benefit enforcement proceeding; 1094 2. A director; 1095 3. A person or group of persons that owns beneficially or 1096 of record 5 percent or more of the outstanding equity interests 1097 in an entity of which the benefit corporation is a subsidiary on 1098 the date of the action or inaction complained of in the 1099 proceeding; or 1100 4. Any other person who is specified in the articles of 1101 incorporation or bylaws of the benefit corporation. 1102 Section 32. Section 607.612, Florida Statutes, is created 1103 to read: 1104 607.612 Preparation of annual benefit report.— 1105 (1) Unless it is prepared by a benefit director or a 1106 benefit officer, the board of directors shall prepare an annual 1107 benefit report. The annual benefit report must include all of 1108 the following: 1109 (a) A narrative description of: 1110 1. The ways in which the benefit corporation pursued 1111 general public benefit during the year and the extent to which 1112 the general public benefit was created. 1113 2. Any circumstance that has hindered the pursuit or 1114 creation of general public benefit or a specific public benefit 1115 by the benefit corporation. 1116 3. The process and rationale for selecting or changing the 1117 third-party standard used to prepare the benefit report. 1118 (b) The name of the benefit director and the benefit 1119 officer, if those positions exist, and the respective business 1120 addresses to which correspondence may be directed. 1121 (c) If the corporation has a benefit director, the 1122 statement as provided in s. 607.608(3). 1123 (d) A statement of any connection between the organization 1124 that established the third-party standard, or its directors, 1125 officers, or any holder of 5 percent or more of the governance 1126 interests in the organization, and the benefit corporation or 1127 its directors, officers, or any holder of 5 percent or more of 1128 the outstanding shares of the benefit corporation, including any 1129 financial or governance relationship that might materially 1130 affect the credibility of the use of the third-party standard. 1131 (2) The annual benefit report must be prepared in 1132 accordance with a third-party standard that is: 1133 (a) Applied consistently with any previous application in 1134 prior annual benefit reports; or 1135 (b) Accompanied by an explanation of the reasons for any 1136 inconsistent application or any change in the standard from the 1137 immediate prior report. 1138 (3) If, during the year covered by an annual benefit 1139 report, a benefit director resigned from, or refused to stand 1140 for reelection to, his or her position, or was removed from his 1141 or her position, and he or she furnished written correspondence 1142 to the benefit corporation concerning the circumstances 1143 surrounding his or her departure, that correspondence must be 1144 included as an exhibit in the annual benefit report. 1145 (4) The annual benefit report and the assessment of the 1146 performance of the benefit corporation in the annual benefit 1147 report required under subsection (2) are not required to be 1148 audited or certified by a third-party standards provider. 1149 Section 33. Section 607.613, Florida Statutes, is created 1150 to read: 1151 607.613 Availability of annual benefit report.— 1152 (1) Each benefit corporation shall send its annual benefit 1153 report to each shareholder: 1154 (a) Within 120 days after the end of the fiscal year of the 1155 benefit corporation; or 1156 (b) At the same time that the benefit corporation delivers 1157 any other annual report to its shareholders. 1158 (2) A benefit corporation shall post each annual benefit 1159 report on the public portion of its website, if any, and it 1160 shall remain posted for at least 3 years. 1161 (3) If a benefit corporation does not have a website, the 1162 benefit corporation shall provide a copy of its most recent 1163 annual benefit report, without charge, to any person who 1164 requests a copy. 1165 (4) If a benefit corporation does not comply with the 1166 annual benefit report delivery requirement, the circuit court in 1167 the county in which the principal office of the benefit 1168 corporation is located or, if no office is located in this 1169 state, the county in which its registered office is located, 1170 may, after a shareholder of the benefit corporation requests a 1171 copy, summarily order the corporation to furnish the report. If 1172 the court orders the report to be furnished, the court may also 1173 order the benefit corporation to pay the shareholder’s costs, 1174 including reasonable attorney fees, which were incurred in 1175 obtaining the order and otherwise enforce his or her rights 1176 under this section. 1177 Section 34. Subsection (1) of section 617.0401, Florida 1178 Statutes, is amended to read: 1179 617.0401 Corporate name.— 1180 (1) A corporate name: 1181 (a) Must contain the word “corporation” or “incorporated” 1182 or the abbreviation “Corp.”“corp.”or “Inc.”“inc.”or words or 1183 abbreviations of like import in language, as will clearly 1184 indicate that it is a corporation instead of a natural person, 1185 unincorporated association, or partnership. The name of the 1186 corporation may not contain the word “company” or its 1187 abbreviation “Co.”“co.”;1188 (b) May contain the word “cooperative” or “co-op” only if 1189 the resulting name is distinguishable from the name of any 1190 corporation, agricultural cooperative marketing association, or 1191 nonprofit cooperative association existing or doing business in 1192 this state under part I of chapter 607, chapter 618, or chapter 1193 619.;1194 (c) May not contain language stating or implying that the 1195 corporation is organized for a purpose other than that permitted 1196 in this act and its articles of incorporation.;1197 (d) May not contain language stating or implying that the 1198 corporation is connected with a state or federal government 1199 agency or a corporation chartered under the laws of the United 1200 States.; and1201 (e) Must be distinguishable from the names of all other 1202 entities or filings that are on file with the Division of 1203 Corporations, except fictitious name registrations pursuant to 1204 s. 865.09, general partnership registrations pursuant to s. 1205 620.8105, and limited liability partnership statements pursuant 1206 to s. 620.9001 which are organized, registered, or reserved 1207 under the laws of this state, that are on file with the Division1208of Corporations. A name that is different from a name of another 1209 entity or filing due to any of the following is not considered 1210 distinguishable: 1211 1. A suffix. 1212 2. A definite or indefinite article. 1213 3. The word “and” and the symbol “&.” 1214 4. The singular, plural, or possessive form of a word. 1215 5. A recognized abbreviation of a root word. 1216 6. A punctuation mark or a symbol. 1217 Section 35. Subsection (4) of section 620.1108, Florida 1218 Statutes, is amended to read: 1219 620.1108 Name.— 1220 (4) The name of a limited partnership must be 1221 distinguishable in the records of the Department of State from 1222 the names of all other entities or filings that are on file with 1223 the Department of State, except fictitious name registrations 1224 pursuant to s. 865.09, general partnership registrations 1225 pursuant to s. 620.8105, and limited liability partnership 1226 statements pursuant to s. 620.9001 which are organized, 1227 registered, or reserved under the laws of this state, the names1228of which are on file with the Department of State. A name that 1229 is different from the name of another entity or filing due to 1230 any of the following is not considered distinguishable: 1231 (a) A suffix. 1232 (b) A definite or indefinite article. 1233 (c) The word “and” and the symbol “&.” 1234 (d) The singular, plural, or possessive form of a word. 1235 (e) A recognized abbreviation of a root word. 1236 (f) A punctuation mark or a symbol. 1237 Section 36. Subsection (1) of section 48.091, Florida 1238 Statutes, is amended to read: 1239 48.091 Corporations; designation of registered agent and 1240 registered office.— 1241 (1) Every Florida corporation and every foreign corporation 1242 now qualified or hereafter qualifying to transact business in 1243 this state shall designate a registered agent and registered 1244 office in accordance with part I of chapter 607. 1245 Section 37. Paragraph (d) of subsection (6) of section 1246 215.555, Florida Statutes, is amended to read: 1247 215.555 Florida Hurricane Catastrophe Fund.— 1248 (6) REVENUE BONDS.— 1249 (d) State Board of Administration Finance Corporation.— 1250 1. In addition to the findings and declarations in 1251 subsection (1), the Legislature also finds and declares that: 1252 a. The public benefits corporation created under this 1253 paragraph will provide a mechanism necessary for the cost 1254 effective and efficient issuance of bonds. This mechanism will 1255 eliminate unnecessary costs in the bond issuance process, 1256 thereby increasing the amounts available to pay reimbursement 1257 for losses to property sustained as a result of hurricane 1258 damage. 1259 b. The purpose of such bonds is to fund reimbursements 1260 through the Florida Hurricane Catastrophe Fund to pay for the 1261 costs of construction, reconstruction, repair, restoration, and 1262 other costs associated with damage to properties of 1263 policyholders of covered policies due to the occurrence of a 1264 hurricane. 1265 c. The efficacy of the financing mechanism will be enhanced 1266 by the corporation’s ownership of the assessments, by the 1267 insulation of the assessments from possible bankruptcy 1268 proceedings, and by covenants of the state with the 1269 corporation’s bondholders. 1270 2.a. There is created a public benefits corporation, which 1271 is an instrumentality of the state, to be known as the State 1272 Board of Administration Finance Corporation. 1273 b. The corporation shall operate under a five-member board 1274 of directors consisting of the Governor or a designee, the Chief 1275 Financial Officer or a designee, the Attorney General or a 1276 designee, the director of the Division of Bond Finance of the 1277 State Board of Administration, and the Chief Operating Officer 1278 of the Florida Hurricane Catastrophe Fund. 1279 c. The corporation has all of the powers of corporations 1280 under part I of chapter 607 and under chapter 617, subject only 1281 tothe provisions ofthis subsection. 1282 d. The corporation may issue bonds and engage in such other 1283 financial transactions as are necessary to provide sufficient 1284 funds to achieve the purposes of this section. 1285 e. The corporation may invest in any of the investments 1286 authorized under s. 215.47. 1287 f. There shall be no liability on the part of, and no cause 1288 of action shall arise against, any board members or employees of 1289 the corporation for any actions taken by them in the performance 1290 of their duties under this paragraph. 1291 3.a. In actions under chapter 75 to validate any bonds 1292 issued by the corporation, the notice required underbys. 75.06 1293 shall be published in two newspapers of general circulation in 1294 the state, and the complaint and order of the court shall be 1295 served only on the State Attorney of the Second Judicial 1296 Circuit. 1297 b. The state hereby covenants with holders of bonds of the 1298 corporation that the state will not repeal or abrogate the power 1299 of the board to direct the Office of Insurance Regulation to 1300 levy the assessments and to collect the proceeds of the revenues 1301 pledged to the payment of such bonds as long as any such bonds 1302 remain outstanding unless adequate provision has been made for 1303 the payment of such bonds pursuant to the documents authorizing 1304 the issuance of such bonds. 1305 4. The bonds of the corporation are not a debt of the state 1306 or of any political subdivision, and neither the state nor any 1307 political subdivision is liable on such bonds. The corporation 1308 does not have the power to pledge the credit, the revenues, or 1309 the taxing power of the state or of any political subdivision. 1310 The credit, revenues, or taxing power of the state or of any 1311 political subdivision shall not be deemed to be pledged to the 1312 payment of any bonds of the corporation. 1313 5.a. The property, revenues, and other assets of the 1314 corporation; the transactions and operations of the corporation 1315 and the income from such transactions and operations; and all 1316 bonds issued under this paragraph and interest on such bonds are 1317 exempt from taxation by the state and any political subdivision, 1318 including the intangibles tax under chapter 199 and the income 1319 tax under chapter 220. This exemption does not apply to any tax 1320 imposed by chapter 220 on interest, income, or profits on debt 1321 obligations owned by corporations other than the State Board of 1322 Administration Finance Corporation. 1323 b. All bonds of the corporation shall be and constitute 1324 legal investments without limitation for all public bodies of 1325 this state; for all banks, trust companies, savings banks, 1326 savings associations, savings and loan associations, and 1327 investment companies; for all administrators, executors, 1328 trustees, and other fiduciaries; for all insurance companies and 1329 associations and other persons carrying on an insurance 1330 business; and for all other persons who are now or may hereafter 1331 be authorized to invest in bonds or other obligations of the 1332 state and shall be and constitute eligible securities to be 1333 deposited as collateral for the security of any state, county, 1334 municipal, or other public funds. This sub-subparagraph isshall1335be considered asadditional and supplemental authority and may 1336shallnot be limited without specific reference to this sub 1337 subparagraph. 1338 6. The corporation and its corporate existence continues 1339shall continueuntil terminated by law; however,nosuch law may 1340 notshalltake effect as long as the corporation has bonds 1341 outstanding unless adequate provision has been made for the 1342 payment of such bonds pursuant to the documents authorizing the 1343 issuance of such bonds. Upon termination of the existence of the 1344 corporation, all of its rights and properties in excess of its 1345 obligations shall pass to and be vested in the state. 1346 7. The State Board of Administration Finance Corporation is 1347 for all purposes the successor to the Florida Hurricane 1348 Catastrophe Fund Finance Corporation. 1349 Section 38. Subsection (1) of section 243.54, Florida 1350 Statutes, is amended to read: 1351 243.54 Powers of the authority.—The purpose of the 1352 authority is to assist institutions of higher education in 1353 constructing, financing, and refinancing projects throughout the 1354 state and, for this purpose, the authority may: 1355 (1) Exercise all powers granted to corporations under part 1356 I ofthe Florida Business Corporation Act,chapter 607. 1357 Section 39. Section 310.171, Florida Statutes, is amended 1358 to read: 1359 310.171 Pilots may incorporate themselves.—Any one or more 1360 licensed state pilots may incorporate in the manner provided 1361 under part I of chapter 607 or chapter 621. 1362 Section 40. Section 310.181, Florida Statutes, is amended 1363 to read: 1364 310.181 Corporate powers.—All the rights, powers, and 1365 liabilities conferred or imposed by the laws of Florida relating 1366 to corporations for profit organized under part I of chapter 607 1367 or under chapter 608 before January 1, 1976, or to corporations 1368 organized under chapter 621shallapply to corporations 1369 organized pursuant to s. 310.171. 1370 Section 41. Paragraph (c) of subsection (4) of section 1371 329.10, Florida Statutes, is amended to read: 1372 329.10 Aircraft registration.— 1373 (4) It is a violation of this section for any person or 1374 corporate entity to knowingly supply false information to any 1375 governmental entity in regard to ownership by it or another 1376 firm, business, or corporation of an aircraft in or operated in 1377 this state if it is determined that such corporate entity or 1378 other firm, business, or corporation: 1379 (c) Has lapsed into a state of no longer being a legal 1380 entity in this state as defined in part I of chapter 607 or s. 1381 865.09, and no documented attempt has been made to correct such 1382 information with the governmental entity for a period of 90 days 1383 after the date on which such lapse took effect with the 1384 Secretary of State. 1385 Section 42. Subsection (1) of section 339.412, Florida 1386 Statutes, is amended to read: 1387 339.412 Powers of corporation.—As to designated projects 1388 and in addition to other powers prescribed by law, a corporation 1389 may exercise the following powers with respect to the promotion 1390 and development of transportation facilities, pursuant to a 1391 written contract for the same, together with all powers 1392 incidental thereto or necessary for the performance of those 1393 hereinafter stated: 1394 (1) The corporation may exercise all the powers as granted 1395 by the department to work directly with landowners, local and 1396 state governmental agencies, elected officials, and any other 1397 person to support those activities required to promote and 1398 develop the projects. These activities shall include: 1399 (a) Acquiring, holding, investing, and administering 1400 property and transferring title of such property to the 1401 department for development of projects on behalf of the 1402 department; 1403 (b) Performing preliminary and final alignment studies in a 1404 manner consistent with state and federal laws; 1405 (c) Receiving contributions of land for rights-of-way and 1406 cash donations to be applied to the purchase of rights-of-way 1407 not donated or to be applied to the design or construction of 1408 the projects; 1409 (d) Reviewing candidates for advisory directorships and 1410 adding or removing such advisory directors as may be 1411 appropriate; 1412 (e) Retaining such administrative staff and legal, public 1413 relations, and engineering services as may be required for the 1414 development of the projects and paying such employees and 1415 consultants from funds donated for this purpose; 1416 (f) Preparing such exhibits, right-of-way documents, 1417 environmental reports, schematics, and preliminary and final 1418 engineering plans as are necessary for the development of the 1419 projects; 1420 (g) Borrowing money to meet any expenses or needs 1421 associated with the regular operations of the corporation or a 1422 particular project; provided, however, that no corporation shall 1423 have the power to issue bonds, the provisions of part I of 1424 chapterchapters607 and chapter 617 notwithstanding; 1425 (h) Making official presentations to the state and other 1426 affected agencies or groups concerning the development of the 1427 projects; 1428 (i) Issuing press releases and other material to promote 1429 the activities of the projects; and 1430 (j) Performing any other functions requested by the 1431 department in order to promote and develop the projects. 1432 1433 Nothing in this act empowers the corporation to enter into any 1434 contracts for construction or to undertake any construction, on 1435 behalf of the department. 1436 Section 43. Subsection (4) of section 420.101, Florida 1437 Statutes, is amended to read: 1438 420.101 Housing Development Corporation of Florida; 1439 creation, membership, and purposes.— 1440 (4) Whenever the articles of incorporation have been filed 1441 in the Department of State and approved by it and all filing 1442 fees and taxes prescribed by part I of chapter 607 have been 1443 paid, the subscribers and their successors and assigns shall 1444 constitute a corporation, and the corporation shall then be 1445 authorized to commence business, and stock thereof to the extent 1446 herein or hereafter duly authorized may from time to time be 1447 issued. 1448 Section 44. Section 420.111, Florida Statutes, is amended 1449 to read: 1450 420.111 Housing Development Corporation of Florida; 1451 additional powers.—In furtherance of its purposes and in 1452 addition to the powers now or hereafter conferred on business 1453 corporations by part I of chapter 607, the corporation shall, 1454 subject to the restrictions and limitationshereincontained in 1455 this section, have the following powers: 1456 (1) To elect, appoint, and employ officers, agents and 1457 employees and to make contracts and incur liabilities for any of 1458 the purposes of the corporation, except that the corporation may 1459shallnot incur any secondary liability by way of guaranty or 1460 endorsement of the obligations of any person, firm, corporation, 1461 joint-stock company, association, or trust, or in any other 1462 manner. 1463 (2) To borrow money from its stockholders, other financial 1464 institutions, and state and federal agencies for any of the 1465 purposes of the corporation; to issue therefor its bonds, 1466 debentures, notes, or other evidences of indebtedness, whether 1467 secured or unsecured, and to secure the same by mortgage, 1468 pledge, deed of trust, or other lien on its property, 1469 franchises, rights, and privileges of every kind and nature, or 1470 any part thereof or interest therein, without securing 1471 stockholder approval. 1472 (3) To make loans to any person, firm, corporation, joint 1473 stock company, association, or trust and to regulate the terms 1474 and conditions with respect to any such loans and the charges 1475 for interest and service connected therewith, provided subsidies 1476 may be in the form of below market interest rates or such other 1477 assistance as determined by the board with the concurrence of 1478 the applicable regulatory agencies governing the several 1479 stockholder industries. 1480 (4) To purchase, receive, hold, lease, or otherwise 1481 acquire, and to sell, convey, transfer, lease, or otherwise 1482 dispose of, real and personal property, together with such 1483 rights and privileges as may be incidental and appurtenant 1484 thereto and the use thereof, including, but not restricted to, 1485 any real or personal property acquired by the corporation from 1486 time to time in the satisfaction of debts or enforcement of 1487 obligations. 1488 (5) For the purposes of foreclosure, to acquire the good 1489 will, business, rights, real and personal property, and other 1490 assets, or any part thereof, or interest therein, of any 1491 persons, firms, corporations, joint-stock companies, 1492 associations or trusts, and to assume, undertake, or pay the 1493 obligations, debts and liabilities of any such person, firm, 1494 corporation, joint-stock company, association or trust; to 1495 acquire improved or unimproved real estate for the purpose of 1496 constructing new housing or rehabilitation thereof; for the 1497 purposes of disposing of such real estate to others for the 1498 construction of housing or rehabilitation thereof; and to 1499 acquire, construct or reconstruct, alter, repair, maintain, 1500 operate, sell, convey, transfer, lease, or otherwise dispose of 1501 such housing, provided, however that nothing herein contained 1502 shall authorize the acquisition, construction, reconstruction, 1503 or operation of any public lodging establishment as defined in 1504 chapter 509. 1505 (6) To acquire, subscribe for, own, hold, sell, assign, 1506 transfer, mortgage, pledge, or otherwise dispose of the stock, 1507 shares, bonds, debentures, notes, or other securities and 1508 evidences of interest in, or indebtedness of, any person, firm, 1509 corporation, joint-stock company, association, or trust, and, 1510 while the owner or holder thereof, to exercise all the rights, 1511 powers, and privileges of ownership, including the right to vote 1512 thereon. 1513 (7) To mortgage, pledge, or otherwise encumber any 1514 property, right, or thing of value, acquired pursuant to the 1515 powers contained in subsection (4), subsection (5), or 1516 subsection (6), as security for the payment of any part of the 1517 purchase price thereof. 1518 (8) To cooperate with, and avail itself of the facilities 1519 of, the United States Department of Housing and Urban 1520 Development, the Department of Economic Opportunity, and any 1521 other similar local, state, or Federal Government agency; and to 1522 cooperate with and assist, and otherwise encourage, 1523 organizations in the various communities of the state on the 1524 promotion, assistance, and development of the housing and 1525 economic welfare of such communities or of this state or any 1526 part thereof. 1527 (9) To do all acts and things necessary or convenient to 1528 carry out the powers expressly granted in this part. 1529 Section 45. Subsection (2) of section 420.161, Florida 1530 Statutes, is amended to read: 1531 420.161 Housing Development Corporation of Florida; period 1532 of existence; method of dissolution.— 1533 (2) The corporation may, upon the affirmative vote of two 1534 thirds of the votes to which the stockholders areshall be1535 entitled, dissolve thesaidcorporation as provided under part I 1536 ofbychapter 607, as long as that part doesinsofar as chapter1537607 isnotinconflict withthe provisions ofthis act. Upon any 1538 dissolution of the corporation,none ofthe corporation’s assets 1539 may notshallbe distributed to the stockholders until all sums 1540 due the members of the corporation as creditors thereof have 1541 been paid in full. 1542 Section 46. Subsection (9) of section 440.02, Florida 1543 Statutes, is amended to read: 1544 440.02 Definitions.—When used in this chapter, unless the 1545 context clearly requires otherwise, the following terms shall 1546 have the following meanings: 1547 (9) “Corporate officer” or “officer of a corporation” means 1548 any person who fills an office provided for in the corporate 1549 charter or articles of incorporation filed with the Division of 1550 Corporations of the Department of State or as authorized 1551permittedor required under part I ofbychapter 607. The term 1552 “officer of a corporation” includes a member owning at least 10 1553 percent of a limited liability company created and approved 1554 under chapter 608. 1555 Section 47. Paragraph (d) of subsection (10) of section 1556 440.386, Florida Statutes, is amended to read: 1557 440.386 Individual self-insurers’ insolvency; conservation; 1558 liquidation.— 1559 (10) TRANSFERS PRIOR TO PETITION.— 1560 (d) The personal liability of the officers or directors of 1561 an insolvent individual self-insurer isshall besubject to part 1562 I ofthe provisions ofchapter 607 and the penalties provided 1563 therein. 1564 Section 48. Subsection (3) of section 609.08, Florida 1565 Statutes, is amended to read: 1566 609.08 Merger of association into wholly owned subsidiary 1567 corporation; dissenters’ rights of appraisal.— 1568 (3) If the surviving corporation is to be governed by the 1569 laws of any jurisdiction other than this state, it shall comply 1570 with part I ofthe provisions ofchapter 607 with respect to 1571 foreign corporations if it is to transact business in this 1572 state, and in every case it shall file with the Department of 1573 State of this state: 1574 (a) An agreement that it may be served with process in this 1575 state in any proceeding for the enforcement of any obligation of 1576 the association and in any proceeding for the enforcement of any 1577 rights under the declaration of trust of the association of a 1578 dissenting shareholder of the association against the surviving 1579 corporation. 1580 (b) An irrevocable appointment of the Secretary of State as 1581 its agent to accept service of process in any such proceeding. 1582 (c) An agreement that it will promptly pay to the 1583 dissenting shareholders of the association the amount, if any, 1584 to which they areshall beentitled underthe provisions ofits 1585 declaration of trust with respect to the rights of dissenting 1586 shareholders. 1587 Section 49. Section 617.1908, Florida Statutes, is amended 1588 to read: 1589 617.1908 Applicability of Florida Business Corporation 1590 Act.—Except asotherwisemade applicable by specific reference 1591 in any other section of this chapter, part Ithe provisionsof 1592 chapter 607, the Florida Business Corporation Act, doesshall1593 not apply to any corporations not for profit. 1594 Section 50. Section 618.221, Florida Statutes, is amended 1595 to read: 1596 618.221 Conversion into a corporation for profit.—Any 1597 association incorporated under or that has adopted the 1598 provisions of this chapter, may, by a majority vote of its 1599 stockholders or members be brought under part I ofthe1600provisions ofchapter 607, as a corporation for profit by 1601 surrendering all right to carry on its business under this 1602 chapter, and the privileges and immunities incident thereto. It 1603 shall make out in duplicate a statement signed and sworn to by 1604 its directors to the effect that the association has, by a 1605 majority vote of its stockholders or members, decided to 1606 surrender all rights, powers, and privileges as a nonprofit 1607 cooperative marketing association under this chapter and to do 1608 business under and be bound by part I ofthe provisions of said1609 chapter 607, as a corporation for profit and has authorized all 1610 changes accordingly. Articles of incorporation shall be 1611 delivered to the Department of State for filing as required 1612 under part I of chapter 607in and by s. 607.164, except that 1613 they shall be signed by the members of the then board of 1614 directors. The filing fees and taxes shall be as provided under 1615 part I ofinchapter 607. Such articles of incorporation shall 1616 adequately protect and preserve the relative rights of the 1617 stockholders or members of the association so converting into a 1618 corporation for profit; provided that no rights or obligations 1619 due any stockholder or member of such association or any other 1620 person, firm, or corporation which has not been waived or 1621 satisfied shall be impaired by such conversion into a 1622 corporation for profit as herein authorized. 1623 Section 51. Section 619.04, Florida Statutes, is amended to 1624 read: 1625 619.04 Articles of incorporation.—Each association formed 1626 under this chapter must prepare and file articles of 1627 incorporation in the same manner and under the same regulations 1628 as required under part I of chapter 607, and therein shall set 1629 forth: 1630 (1) The name of the association. 1631 (2) The purpose for which it is formed. 1632 (3) The place where its principal business will be 1633 transacted. 1634 (4) The term for which it is to exist, not exceeding 50 1635 years. 1636 (5) The number of directors thereof, which must not be less 1637 than three and which may be any number in excess thereof, and 1638 the names and residences of those selected for the first year 1639 and until their successors shall have been elected and shall 1640 have accepted office. 1641 (6) Whether the voting power and the property rights and 1642 interest of each member shall be equal, or unequal, and if 1643 unequal these articles shall set forth a general rule applicable 1644 to all members by which the voting power and the property rights 1645 and interests, respectively, of each member may and shall be 1646 determined and fixed, but the association shall have power to 1647 admit new members, who shall be entitled to vote and to share in 1648 the property of the association with the old members, in 1649 accordance with such general rule. This provision of the 1650 articles of incorporation mayshallnot be altered, amended, or 1651 repealed except by the unanimous written consent or the vote of 1652 all the members. 1653 (7) Said articles must be subscribed by the original 1654 members and acknowledged by one of them before an officer 1655 authorized by the law of this state to take and certify 1656 acknowledgments of deeds of conveyance, and shall be filed in 1657 accordance with the provisions of law, and when so filed the 1658 said articles of incorporation or certified copies thereof shall 1659 be received in all the courts of this state and other places as 1660 prima facie evidence of the facts contained therein. 1661 Section 52. Subsection (3) of section 624.430, Florida 1662 Statutes, is amended to read: 1663 624.430 Withdrawal of insurer or discontinuance of writing 1664 certain kinds or lines of insurance.— 1665 (3) Upon office approval of the surrender of the 1666 certificate of authority of a domestic property and casualty 1667 insurer that is a corporation, the insurer may initiate the 1668 dissolution of the corporation in accordance with the applicable 1669 provisions of part I of chapter 607. 1670 Section 53. Subsection (1) of section 624.462, Florida 1671 Statutes, is amended to read: 1672 624.462 Commercial self-insurance funds.— 1673 (1) Any group of persons may form a commercial self 1674 insurance fund for the purpose of pooling and spreading 1675 liabilities of its group members in any commercial property or 1676 casualty risk or surety insurance. Any fund established pursuant 1677 to subparagraph (2)(a)1. may be organized as a corporation under 1678 part I of chapter 607. 1679 Section 54. Subsection (3) of section 624.489, Florida 1680 Statutes, is amended to read: 1681 624.489 Liability of trustees of self-insurance trust fund 1682 and directors of self-insurance funds operating as 1683 corporations.— 1684 (3) The immunities from liability provided in this section 1685 with respect to trustees also apply to members of the board of 1686 directors of a commercial self-insurance fund organized as a 1687 corporation under part I of chapter 607 if the board of 1688 directors has contracted with an administrator authorized under 1689 s. 626.88 to administer the day-to-day affairs of the fund. 1690 Section 55. Section 628.041, Florida Statutes, is amended 1691 to read: 1692 628.041 Applicability of general corporation statutes.—The 1693 applicable statutes of this state relating to the powers and 1694 procedures of domestic private corporations formed for profit 1695 shall apply to domestic stock insurers and to domestic mutual 1696 insurers, except: 1697 (1) As to any domestic mutual insurers incorporated 1698 pursuant to chapter 617, which chapter shall govern such 1699 insurers when in conflict with part I of chapter 607; and 1700 (2) When in conflict with the express provisions of this 1701 code. 1702 Section 56. Subsection (4) of section 631.262, Florida 1703 Statutes, is amended to read: 1704 631.262 Transfers prior to petition.— 1705 (4) The personal liability of the officers or directors of 1706 an insolvent insurer isshall besubject to part I ofthe1707provisions ofchapter 607 and the penalties provided therein. 1708 Section 57. Subsection (1) of section 636.204, Florida 1709 Statutes, is amended to read: 1710 636.204 License required.— 1711 (1) Before doing business in this state as a discount 1712 medical plan organization, an entity must be a corporation, a 1713 limited liability company, or a limited partnership, 1714 incorporated, organized, formed, or registered under the laws of 1715 this state or authorized to transact business in this state in 1716 accordance with part I of chapter 607, chapter 608, chapter 617, 1717 chapter 620, or chapter 865, and must be licensed by the office 1718 as a discount medical plan organization or be licensed by the 1719 office pursuant to chapter 624, part I of this chapter, or 1720 chapter 641. 1721 Section 58. Section 641.2015, Florida Statutes, is amended 1722 to read: 1723 641.2015 Incorporation required.—On or after October 1, 1724 1985, any entity that has not yet obtained a certificate of 1725 authority to operate a health maintenance organization in this 1726 state shall be incorporated or shall be a division of a 1727 corporation formed under the provisions of either part I of 1728 chapter 607 or chapter 617 or shall be a public entity that is 1729 organized as a political subdivision. In the case of a division 1730 of a corporation, the financial requirements of this part shall 1731 apply to the entire corporation. Incorporation shall not be 1732 required of any entity which has already been issued an initial 1733 certificate of authority prior to this date and which is not a 1734 corporation on October 1, 1985, or which is incorporated in any 1735 other state on October 1, 1985; nor shall incorporation be 1736 required on renewal of any certificate of authority by such an 1737 organization or be required of a public entity that is organized 1738 as a political subdivision. 1739 Section 59. Subsection (1) of section 655.0201, Florida 1740 Statutes, is amended to read: 1741 655.0201 Service of process, notice, or demand on financial 1742 institutions.— 1743 (1) Process against any financial institution authorized by 1744 federal or state law to transact business in this state may be 1745 served in accordance with chapter 48, chapter 49, part I of 1746 chapter 607, or chapter 608, as appropriate. 1747 Section 60. Subsection (2) of section 658.23, Florida 1748 Statutes, is amended to read: 1749 658.23 Submission of articles of incorporation; contents; 1750 form; approval; filing; commencement of corporate existence; 1751 bylaws.— 1752 (2) The articles of incorporation shall contain: 1753 (a) The name of the proposed bank or trust company. 1754 (b) The general nature of the business to be transacted or 1755 a statement that the corporation may engage in any activity or 1756 business permitted by law. Such statement shall authorize all 1757 such activities and business by the corporation. 1758 (c) The amount of capital stock authorized, showing the 1759 maximum number of shares of par value common stock and of 1760 preferred stock, and of every kind, class, or series of each, 1761 together with the distinguishing characteristics and the par 1762 value of all shares. 1763 (d) The amount of capital with which the corporation will 1764 begin business, which mayshallnot be less than the amount 1765 required by the office pursuant to s. 658.21. 1766 (e) A provision that the corporation is to have perpetual 1767 existence unless existence is terminated pursuant to the 1768 financial institutions codes. 1769 (f) The initial street address of the main office of the 1770 corporation, which shall be in this state. 1771 (g) The number of directors, which shall be five or more, 1772 and the names and street addresses of the members of the initial 1773 board of directors. 1774 (h) A provision for preemptive rights, if applicable. 1775 (i) A provision authorizing the board of directors to 1776 appoint additional directors, pursuant to s. 658.33, if 1777 applicable. 1778 1779 The office shall provide to the proposed directors form articles 1780 of incorporation which mustshallinclude only those provisions 1781 required underbythis section or under part I ofbychapter 1782 607. The form articles shall be acknowledged by the proposed 1783 directors and returned to the office for filing with the 1784 Department of State. 1785 Section 61. Paragraph (c) of subsection (11) of section 1786 658.2953, Florida Statutes, is amended to read: 1787 658.2953 Interstate branching.— 1788 (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.— 1789 (c) An out-of-state bank may establish and maintain a de 1790 novo branch or acquire a branch in this state upon compliance 1791 with part I of chapter 607 or chapter 608 relating to doing 1792 business in this state as a foreign business entity, including 1793 maintaining a registered agent for service of process and other 1794 legal notice pursuant to s. 655.0201. 1795 Section 62. Section 658.30, Florida Statutes, is amended to 1796 read: 1797 658.30 Application of the Florida Business Corporation 1798 Act.— 1799 (1) When not in direct conflict with or superseded by 1800 specific provisions of the financial institutions codes, the 1801 provisions of the Florida Business Corporation Act, part I of 1802 chapter 607,shallextend to state banks and trust companies 1803 formed under the financial institutions codes. This section 1804 shall be liberally construed to accomplish the purposes stated 1805 herein. 1806 (2) Without limiting the generality of subsection (1), 1807 stockholders, directors, and committees of state banks and trust 1808 companies may hold meetings in any manner authorizedpermitted1809 by part I of chapter 607, and any action by stockholders, 1810 directors, or committees required or authorizedpermittedto be 1811 taken at a meeting may be taken without a meeting in any manner 1812 authorizedprovided or permittedby part I of chapter 607. 1813 Section 63. Subsection (3) of section 658.36, Florida 1814 Statutes, is amended to read: 1815 658.36 Changes in capital.— 1816 (3) If a bank or trust company’s capital accounts have been 1817 diminished by losses to less than the minimum required pursuant 1818 to the financial institutions codes, the market value of its 1819 shares of capital stock is less than the present par value, and 1820 the bank or trust company cannot reasonably issue and sell new 1821 shares of stock to restore its capital accounts at a share price 1822 of par value or greater of the previously issued capital stock, 1823 the office, notwithstanding any other provisions of part I of 1824 chapter 607 or the financial institutions codes, may approve 1825 special stock offering plans. 1826 (a) Such plans may include, but are not limited to, 1827 mechanisms for stock splits including reverse splits; 1828 revaluations of par value of outstanding stock; changes in 1829 voting rights, dividends, or other preferences; and creation of 1830 new classes of stock. 1831 (b) The plan must be approved by majority vote of the bank 1832 or trust company’s entire board of directors and by holders of 1833 two-thirds of the outstanding shares of stock. 1834 (c) The office shall disapprove a plan that provides unfair 1835 or disproportionate benefits to existing shareholders, 1836 directors, executive officers, or their related interests. The 1837 office shall also disapprove any plan that is not likely to 1838 restore the capital accounts to sufficient levels to achieve a 1839 sustainable, safe, and sound financial institution. 1840 (d) For any bank or trust company that the office 1841 determines to be a failing financial institution pursuant to s. 1842 655.4185, the office may approve special stock offering plans 1843 without a vote of the shareholders. 1844 Section 64. Section 663.03, Florida Statutes, is amended to 1845 read: 1846 663.03 Applicability of the Florida Business Corporation 1847 Actchapter 607.—Notwithstanding s. 607.01401(12)the definition1848of the term “foreign corporation” appearing in s. 607.01401,all1849ofthe provisions of part I of chapter 607 not in conflict with 1850 the financial institutions codes which relate to foreign 1851 corporationsshallapply to all international banking 1852 corporations and their offices doing business in this state. 1853 Section 65. Subsection (3) of section 663.04, Florida 1854 Statutes, is amended to read: 1855 663.04 Requirements for carrying on financial institution 1856 business.—An international banking corporation or trust company, 1857 or any affiliate, subsidiary, or other person or business entity 1858 acting as an agent for, on behalf of, or for the benefit of such 1859 international banking corporation or trust company who engages 1860 in such activities from an office located in this state, may not 1861 transact a banking or trust business, or maintain in this state 1862 any office for carrying on such business, or any part thereof, 1863 unless such corporation, trust company, affiliate, subsidiary, 1864 person, or business entity: 1865 (3) Has filed with the office a certified copy of that 1866 information required to be supplied to the Department of State 1867 by those provisions of part I of chapter 607 which are 1868 applicable to foreign corporations. 1869 Section 66. Paragraph (a) of subsection (1) of section 1870 663.301, Florida Statutes, is amended to read: 1871 663.301 Definitions.— 1872 (1) As used in this part: 1873 (a) “International development bank” means a corporation 1874 established for the purpose of promoting development in foreign 1875 countries by directly or indirectly making funding available to 1876 foreign business enterprises or foreign governments or by 1877 providing financing in connection with import-export 1878 transactions. Subject to the limitations contained in s. 1879 663.313, an international development bank may be organized 1880eitherunder chapter 617 as a corporation not for profit or 1881 under part I of chapter 607 as a corporation for profit. 1882 Section 67. Subsection (2) of section 663.306, Florida 1883 Statutes, is amended to read: 1884 663.306 Decision by office.—The office may, in its 1885 discretion, approve or disapprove the application, but it shall 1886 not approve the application unless it finds that: 1887 (2) The proposed capital structure is adequate, but in no 1888 case may the paid-in capital stock be: 1889 (a) Less than $400,000 in the case of an international 1890 development bank organized under chapter 617 as a corporation 1891 not for profit; or 1892 (b) The amount required for a state bank in the case of an 1893 international development bank organized under part I of chapter 1894 607 as a corporation for profit. 1895 1896 The office may disallow any illegally obtained currency, 1897 monetary instruments, funds, or other financial resources from 1898 the capitalization requirements of this section. 1899 Section 68. Subsection (4) of section 663.313, Florida 1900 Statutes, is amended to read: 1901 663.313 Ownership of stock.— 1902 (4) All of the shares of voting stock of an international 1903 development bank organized under part I of chapter 607 as a 1904 corporation for profit shall be owned by a regional development 1905 bank or by one or more wholly owned subsidiaries of a regional 1906 development bank. 1907 Section 69. Subsection (2) of section 718.111, Florida 1908 Statutes, is amended to read: 1909 718.111 The association.— 1910 (2) POWERS AND DUTIES.—The powers and duties of the 1911 association include those set forth in this section and, except 1912 as expressly limited or restricted in this chapter, those set 1913 forth in the declaration and bylaws and part I of chapter 1914chapters607 and chapter 617, as applicable. 1915 Section 70. Subsection (10) of section 719.104, Florida 1916 Statutes, is amended to read: 1917 719.104 Cooperatives; access to units; records; financial 1918 reports; assessments; purchase of leases.— 1919 (10) POWERS AND DUTIES.—The powers and duties of the 1920 association include those set forth in this section and, except 1921 as expressly limited or restricted in this chapter, those set 1922 forth in the articles of incorporation and bylaws and part I of 1923 chapterchapters607 and chapter 617, as applicable. 1924 Section 71. Subsection (5) of section 720.302, Florida 1925 Statutes, is amended to read: 1926 720.302 Purposes, scope, and application.— 1927 (5) Unless expressly stated to the contrary, corporations 1928 that operate residential homeowners’ associations in this state 1929 shall be governed by and subject to part I of chapter 607, if 1930 the association was incorporated under that partchapter, or to 1931 chapter 617, if the association was incorporated under that 1932 chapter, and this chapter. This subsection is intended to 1933 clarify existing law. 1934 Section 72. Paragraph (c) of subsection (1) of section 1935 720.306, Florida Statutes, is amended to read: 1936 720.306 Meetings of members; voting and election 1937 procedures; amendments.— 1938 (1) QUORUM; AMENDMENTS.— 1939 (c) Unless otherwise provided in the governing documents as 1940 originally recorded or permitted by this chapter or chapter 617, 1941 an amendment may not materially and adversely alter the 1942 proportionate voting interest appurtenant to a parcel or 1943 increase the proportion or percentage by which a parcel shares 1944 in the common expenses of the association unless the record 1945 parcel owner and all record owners of liens on the parcels join 1946 in the execution of the amendment. For purposes of this section, 1947 a change in quorum requirements is not an alteration of voting 1948 interests. The merger or consolidation of one or more 1949 associations under a plan of merger or consolidation under part 1950 I of chapter 607 or chapter 617 isshallnotbe considereda 1951 material or adverse alteration of the proportionate voting 1952 interest appurtenant to a parcel. 1953 Section 73. Paragraph (a) of subsection (1) of section 1954 766.101, Florida Statutes, is amended to read: 1955 766.101 Medical review committee, immunity from liability.— 1956 (1) As used in this section: 1957 (a) The term “medical review committee” or “committee” 1958 means: 1959 1.a. A committee of a hospital or ambulatory surgical 1960 center licensed under chapter 395 or a health maintenance 1961 organization certificated under part I of chapter 641;,1962 b. A committee of a physician-hospital organization, a 1963 provider-sponsored organization, or an integrated delivery 1964 system;,1965 c. A committee of a state or local professional society of 1966 health care providers;,1967 d. A committee of a medical staff of a licensed hospital or 1968 nursing home, provided the medical staff operates pursuant to 1969 written bylaws that have been approved by the governing board of 1970 the hospital or nursing home;,1971 e. A committee of the Department of Corrections or the 1972 Correctional Medical Authority as created under s. 945.602, or 1973 employees, agents, or consultants of either the department or 1974 the authority or both;,1975 f. A committee of a professional service corporation formed 1976 under chapter 621 or a corporation organized under part I of 1977 chapter 607 or chapter 617, which is formed and operated for the 1978 practice of medicine as defined in s. 458.305(3), and which has 1979 at least 25 health care providers who routinely provide health 1980 care services directly to patients;,1981 g. A committee of the Department of Children and Families 1982Family Serviceswhich includes employees, agents, or consultants 1983 to the department as deemed necessary to provide peer review, 1984 utilization review, and mortality review of treatment services 1985 provided pursuant to chapters 394, 397, and 916;,1986 h. A committee of a mental health treatment facility 1987 licensed under chapter 394 or a community mental health center 1988 as defined in s. 394.907, provided the quality assurance program 1989 operates pursuant to the guidelines thatwhichhave been 1990 approved by the governing board of the agency;,1991 i. A committee of a substance abuse treatment and education 1992 prevention program licensed under chapter 397 provided the 1993 quality assurance program operates pursuant to the guidelines 1994 thatwhichhave been approved by the governing board of the 1995 agency;,1996 j. A peer review or utilization review committee organized 1997 under chapter 440;,1998 k. A committee of the Department of Health, a county health 1999 department, healthy start coalition, or certified rural health 2000 network, when reviewing quality of care, or employees of these 2001 entities when reviewing mortality records;,or 2002 l. A continuous quality improvement committee of a pharmacy 2003 licensed pursuant to chapter 465, 2004 2005 which committee is formed to evaluate and improve the quality of 2006 health care rendered by providers of health service, to 2007 determine that health services rendered were professionally 2008 indicated or were performed in compliance with the applicable 2009 standard of care, or that the cost of health care rendered was 2010 considered reasonable by the providers of professional health 2011 services in the area; or 2012 2. A committee of an insurer, self-insurer, or joint 2013 underwriting association of medical malpractice insurance, or 2014 other persons conducting review under s. 766.106. 2015 Section 74. Subsection (14) of section 865.09, Florida 2016 Statutes, is amended to read: 2017 865.09 Fictitious name registration.— 2018 (14) PROHIBITION.—A fictitious name registered as provided 2019 in this section may not contain the words “Corporation” or 2020 “Incorporated,” or the abbreviations “Corp.” or “Inc.,” unless 2021 the person or business for which the name is registered is 2022 incorporated or has obtained a certificate of authority to 2023 transact business in this state pursuant to part I of chapter 2024 607 or chapter 617. 2025 Section 75. This act shall take effect July 1, 2014.