Bill Text: FL S0838 | 2020 | Regular Session | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Business Organizations
Spectrum: Bipartisan Bill
Status: (Passed) 2020-06-19 - Chapter No. 2020-32 [S0838 Detail]
Download: Florida-2020-S0838-Introduced.html
Bill Title: Business Organizations
Spectrum: Bipartisan Bill
Status: (Passed) 2020-06-19 - Chapter No. 2020-32 [S0838 Detail]
Download: Florida-2020-S0838-Introduced.html
Florida Senate - 2020 SB 838 By Senator Simmons 9-00311B-20 2020838__ 1 A bill to be entitled 2 An act relating to business organizations; amending s. 3 607.0120, F.S.; making technical changes; amending s. 4 607.0123, F.S.; specifying that certain documents 5 accepted by the Department of State for filing are 6 effective on the date the documents are accepted by 7 the department; making technical changes; amending ss. 8 607.0125, 607.0127, 607.01401, 607.0141, 607.0302, 9 607.0501, and 607.0601, F.S.; making technical 10 changes; amending s. 607.0602, F.S.; revising the 11 authority of a board of directors to reclassify 12 certain unissued shares; amending ss. 607.0620, 13 607.0623, 607.0630, 607.0704, 607.0705, 607.0707, 14 607.0720, 607.0721, 607.0732, and 607.0750, F.S.; 15 making technical changes; amending s. 607.0808, F.S.; 16 revising the required contents of a meeting notice 17 relating to the removal of a director by shareholders; 18 amending s. 607.0832, F.S.; making a technical change; 19 amending s. 607.0850, F.S.; revising the definition of 20 the term “expenses”; amending ss. 607.0855 and 21 607.0858, F.S.; making technical changes; amending s. 22 607.0901, F.S.; revising definitions; amending ss. 23 607.1002 and 607.1003, F.S.; making technical changes; 24 amending s. 607.1102, F.S.; authorizing a domestic 25 corporation to acquire one or more classes or series 26 of shares under certain circumstances; amending ss. 27 607.1103, 607.11035, 607.11045, 607.1106, and 28 607.11920, F.S.; making technical changes; amending s. 29 607.11921, F.S.; revising an exception for the 30 procedure to approve a plan of domestication; making a 31 technical change; amending ss. 607.11923 and 32 607.11924, F.S.; making technical changes; amending s. 33 607.11932, F.S.; revising an exception for the 34 procedure to approve a plan of conversion; making a 35 technical change; amending ss. 607.11933, 607.11935, 36 607.1202, 607.1301, 607.1302, 607.1303, 607.1320, 37 607.1333, 607.1340, 607.1403, 607.1406, 607.1422, 38 607.1430, 607.1431, 607.1432, 607.14401, 607.1501, 39 607.1502, 607.1503, 607.1504, 607.1505, 607.1507, 40 607.1509, 607.15091, 607.15101, 607.1520, 607.1602, 41 607.1604, and 607.1622, F.S.; making technical 42 changes; creating s. 607.1703, F.S.; authorizing the 43 department to direct certain interrogatories to 44 certain corporations and to officers or directors of 45 certain corporations; providing requirements for 46 answering the interrogatories; providing requirements 47 for the department relating to interrogatories; 48 authorizing the department to bring certain actions; 49 authorizing the department to file a lis pendens 50 against certain property and to certify certain 51 findings to the Department of Legal Affairs; providing 52 for powers and duties of the Department of State; 53 amending ss. 607.1907, 607.504, and 605.0116, F.S.; 54 making technical changes; amending s. 605.0207, F.S.; 55 specifying that certain documents accepted by the 56 department for filing are effective on the date the 57 records are accepted by the department; making a 58 technical change; amending ss. 605.0215, 605.0702, 59 605.0716, and 617.0501, F.S.; making technical 60 changes; amending s. 617.0825, F.S.; authorizing a 61 board of directors to appoint persons to serve on 62 certain committees; requiring that a majority of the 63 persons on such committees be directors; providing 64 exceptions; making technical changes; providing 65 responsibilities and duties for non-director committee 66 members; authorizing a corporation to create or 67 authorize the creation of advisory committees; 68 specifying an advisory committee is not a committee of 69 the board of directors; providing prohibitions and 70 authorizations for advisory committees; providing an 71 effective date. 72 73 Be It Enacted by the Legislature of the State of Florida: 74 75 Section 1. Subsection (10) of section 607.0120, Florida 76 Statutes, is amended to read: 77 607.0120 Filing requirements.— 78 (10) When the document is delivered to the department for 79 filing, the correct filing fee, and any other tax, license fee, 80 or penalty required to be paid by this chapteractor other law 81 shall be paid or provision for payment made in a manner 82 permitted by the department. 83 Section 2. Subsections (1) and (2) of section 607.0123, 84 Florida Statutes, are amended to read: 85 607.0123 Effective time and date of document.—Except as 86 otherwise provided in s. 607.0124(5), and subject to s. 87 607.0124(4), any document delivered to the department for filing 88 under this chapter may specify an effective time and a delayed 89 effective date. In the case of initial articles of 90 incorporation, a prior effective date may be specified in the 91 articles of incorporation if such date is within 5 business days 92 before the date of filing. 93 (1) Subject to s. 607.0124, a document accepted for filing 94 is effective: 95 (a) If the record filedfilingdoes not specify an 96 effective time and does not specify a prior or a delayed 97 effective date, on the date and at the time the recordfilingis 98 accepted, as evidenced by the department’s endorsement of the 99 date and time on the filing. 100 (b) If the record filedfilingspecifies an effective time, 101 but not a prior or delayed effective date, on the date the 102 recordfilingis accepted, as evidenced by the department’s 103 endorsement, andfiledat the time specified in the filing. 104 (c) If the record filedfilingspecifies a delayed 105 effective date, but not an effective time, at 12:01 a.m. on the 106 earlier of: 107 1. The specified date; or 108 2. The 90th day after the date the record is filedof the109filing. 110 (d) If the record filedfilingspecifies a delayed 111 effective date and an effective time, at the specified time on 112 the earlier of: 113 1. The specified date; or 114 2. The 90th day after the date the record is filedof the115filing. 116 (e) If the record filedfilingis of initial articles of 117 incorporation and specifies an effective date before the date of 118 the filing, but no effective time, at 12:01 a.m. on the later 119 of: 120 1. The specified date; or 121 2. The 5th business day before the dateofthe record is 122 filedfiling. 123 (f) If the record filedfilingis of initial articles of 124 incorporation and specifies an effective time and an effective 125 date before the date of the filing, at the specified time on the 126 later of: 127 1. The specified date; or 128 2. The 5th business day before the date the record is filed 129of the filing. 130 (2) If the record fileda filed documentdoes not specify 131 the time zone or place at which the date or time, or both, is to 132 be determined, the date or time, or both, at which it becomes 133 effective shall be those prevailing at the place of filing in 134 this state. 135 Section 3. Subsection (3) of section 607.0125, Florida 136 Statutes, is amended to read: 137 607.0125 Filing duties of the department.— 138 (3) If the department refuses to file a document, the 139 department shall return the document to the domestic or foreign 140 corporation or its authorized representative within 15 days 141 after the document was received for filing, together with a 142 brief, written explanation of the reason for refusal. 143 Section 4. Section 607.0127, Florida Statutes, is amended 144 to read: 145 607.0127 Certificates to be received in evidence; 146 evidentiary effect of certified copy of filed document.—All 147 certificates issued by the department pursuant to this chapter 148 must be taken and received in all courts, public offices, and 149 official bodies as prima facie evidence of the facts stated. A 150 certificate the department delivered with a copy of a document 151 filed by the department, bearing the signature of the secretary 152 of state, which may be in facsimile, and the seal of thisthe153 state, is conclusive evidence that the original document is on 154 file with the department. 155 Section 5. Subsections (1), (2), (22), (51), (61), and (63) 156 of section 607.01401, Florida Statutes, are amended to read: 157 607.01401 Definitions.—As used in this chapter, unless the 158 context otherwise requires, the term: 159 (1) “Acquired eligible entity” means theadomestic or 160 foreign eligible entity that will have all of one or more 161 classes or series of its shares or eligible interests acquired 162 in a share exchange. 163 (2) “Acquiring eligible entity” means theadomestic or 164 foreign eligible entity that will acquire all of one or more 165 classes or series of shares or eligible interests of the 166 acquired eligible entity in a share exchange. 167 (22) “Domesticating corporation” means theadomestic 168 corporation that approves a plan of domestication pursuant to s. 169 607.11921, or theaforeign corporation that approves a 170 domestication pursuant to the organic law of the foreign 171 corporation. 172 (51) “New interest holder liability,” in the context of a 173 merger or share exchange, means interest holder liability of a 174 person resulting from a merger or share exchange that is: 175 (a) In respect of an eligible entity which is different 176 from the eligible entity and not the same eligible entity in 177 which the person held shares or eligible interests,immediately 178 before the merger or share exchange became effective; or 179 (b) In respect of the same eligible entity as the one in 180 which the person held shares or eligible interests,immediately 181 before the merger or share exchange became effective if: 182 1. The person did not have interest holder liability 183 immediately before the merger or share exchange became 184 effective; or 185 2. The person had interest holder liability immediately 186 before the merger or share exchange became effective, the terms 187 and conditions of which were changed when the merger or share 188 exchange became effective. 189 (61) “Public organic record” means a record, the filing of 190 which by a governmental body is required to form an entity, and 191oran amendment to or restatement of such record. Where a public 192 organic record has been amended or restated, the term means the 193 public organic record as last amended or restated. The term 194 includes the following: 195 (a) The articles of incorporation of a corporation for 196 profit; 197 (b) The articles of incorporation of a nonprofit 198 corporation; 199 (c) The certificate of limited partnership of a limited 200 partnership; 201 (d) The articles of organization, certificate of 202 organization, or certificate of formation of a limited liability 203 company; 204 (e) The articles of incorporation of a general cooperative 205 association or a limited cooperative association; 206 (f) The certificate of trust of a statutory trust or 207 similar record of a business trust; or 208 (g) The articles of incorporation of a real estate 209 investment trust. 210 (63) “Record date” means the date fixed for determining the 211 identity of the corporation’s shareholders and their share 212 holdings for purposes of this chapter. Unless another time is 213 specified when the record date is fixed, the determination shall 214 be made as of the close ofthebusiness at the principal office 215 of the corporation on the date so fixed. 216 Section 6. Subsections (4) and (11) of section 607.0141, 217 Florida Statutes, are amended to read: 218 607.0141 Notice.— 219 (4) Written notice to a domestic corporation or to a 220 foreign corporation authorized to transact business in this 221 state may be addressed: 222 (a) To its registered agent at the domestic corporation’s 223 or foreign corporation’s registered office; or 224 (b) To the domestic corporation or foreign corporation or 225 to the domestic corporation’s or foreign corporation’s secretary 226 at the domestic corporation’s or foreign corporation’s principal 227 office or electronic mail address as authorized and shown in its 228 most recent annual report or, in the case of a domestic 229 corporation or foreign corporation that has not yet delivered an 230 annual report, in a domestic corporation’s articles of 231 incorporation or in a foreign corporation’s application for 232 certificate of authority. 233 (11) If this chapteractprescribes requirements for 234 notices or other communications in particular circumstances, 235 those requirements govern. If articles of incorporation or 236 bylaws prescribe requirements for notices or other 237 communications not less stringent than the requirements of this 238 section or other provisions of this chapteract, those 239 requirements govern. The articles of incorporation or bylaws may 240 authorize or require delivery of notices of meetings of 241 directors by electronic transmission. 242 Section 7. Section 607.0302, Florida Statutes, is amended 243 to read: 244 607.0302 General powers.—Unless its articles of 245 incorporation provide otherwise, every corporation has perpetual 246 duration and succession in its corporate name and has the same 247 powers as an individual to do all things necessary or convenient 248 to carry out its business and affairs, including power: 249 (1) To sue and be sued, complain, and defend in its 250 corporate name; 251 (2) To have a corporate seal, which may be altered at will 252 and to use it or a facsimile of it, by impressing or affixing it 253 or in any other manner reproducing it; 254 (3) To purchase, receive, lease, or otherwise acquire, and 255 own, hold, improve, use, and otherwise deal with real or 256 personal property or any legal or equitable interest in property 257 wherever located; 258 (4) To sell, convey, mortgage, pledge, create a security 259 interest in, lease, exchange, and otherwise dispose of all or 260 any part of its property; 261 (5) To lend money to, and use its credit to assist, its 262 officers and employees in accordance with s. 607.0833; 263 (6) To purchase, receive, subscribe for, or otherwise 264 acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or 265 otherwise dispose of; and deal in and with shares or other 266 interests in, or obligations of, any other entity; 267 (7) To make contracts and guarantees, incur liabilities, 268 borrow money, issue its notes, bonds, and other securities and 269 obligations (which may be convertible into or include the option 270 to purchase other securities of the corporation), and secure any 271 of its obligations by mortgage or pledge of any of its property, 272 franchises, or income and make contracts of guaranty and 273 suretyship which are necessary or convenient to the conduct, 274 promotion, or attainment of the business of a corporation the 275 majority of the outstanding shares of which is owned, directly 276 or indirectly, by the contracting corporation; a corporation 277 which owns, directly or indirectly, a majority of the 278 outstanding shares of the contracting corporation; or a 279 corporation the majority of the outstanding shares of which is 280 owned, directly or indirectly, by a corporation which owns, 281 directly or indirectly, the majority of the outstanding shares 282 of the contracting corporation, which contracts of guaranty and 283 suretyship shall be deemed to be necessary or convenient to the 284 conduct, promotion, or attainment of the business of the 285 contracting corporation, and make other contracts of guaranty 286 and suretyship which are necessary or convenient to the conduct, 287 promotion, or attainment of the business of the contracting 288 corporation; 289 (8) To lend money, invest and reinvest its funds, and 290 receive and hold real and personal property as security for 291 repayment; 292 (9) To conduct its business, locate offices, and exercise 293 the powers granted by this chapter within or without this state; 294 (10) To elect directors and appoint officers, employees, 295 and agents of the corporation and define their duties, fix their 296 compensation, and lend them money and credit; 297 (11) To make and amend bylaws, not inconsistent with its 298 articles of incorporation or with the laws of this state, for 299 managing the business and regulating the affairs of the 300 corporation; 301 (12) To make donations for the public welfare or for 302 charitable, scientific, or educational purposes; 303 (13) To transact any lawful business that will aid 304 governmental policy; 305 (14) To make payments or donations or do any other act not 306 inconsistent with law that furthers the business and affairs of 307 the corporation; 308 (15) To pay pensions and establish pension plans, pension 309 trusts, profit-sharing plans, share bonus plans, share option 310 plans, and benefit or incentive plans for any or all of its 311 current or former directors, officers, employees, and agents and 312 for any or all of the current or former directors, officers, 313 employees, and agents of its subsidiaries; 314 (16) To provide insurance for its benefit on the life of 315 any of its directors, officers, or employees, or on the life of 316 any shareholder for the purpose of acquiring at his,orher, or 317 its death shares of its stock owned by the shareholder or by the 318 spouse or children of the shareholder; and 319 (17) To be a promoter, incorporator, partner, member, 320 associate, or manager of any corporation, partnership, joint 321 venture, trust, or other entity. 322 Section 8. Subsections (1) and (5) of section 607.0501, 323 Florida Statutes, are amended to read: 324 607.0501 Registered office and registered agent.— 325 (1) Each corporation shall designate and continuously 326 maintain in this state: 327 (a) A registered office, which may be the same as its place 328 of business in this state; and 329 (b) A registered agent, which must be: 330 1. An individual who resides in this state whose business 331 address is identical to the address of the registered office; 332 2. Another domestic entity that is an authorized entity and 333 whose business address is identical to the address of the 334 registered office; or 335 3. A foreign entity authorized to transact business in this 336 state which is an authorized entity and whose business address 337 is identical to the address of the registered office. 338 (5) The department shall maintain an accurate record of the 339 registered agentagentsand registered office for service of 340 process and shall promptly furnish any information disclosed 341 thereby upon request and payment of the required fee. 342 Section 9. Subsection (2) of section 607.0601, Florida 343 Statutes, is amended to read: 344 607.0601 Authorized shares.— 345 (2) The articles of incorporation must authorize: 346 (a) One or more classes or series of shares that together 347 have unlimited voting rights, and 348 (b) One or more classes or series of shares (which may be 349 the same class or series or classes or series as those with 350 voting rights) that together are entitled to receive the net 351 assets of the corporation upon dissolution. 352 Section 10. Subsection (1) of section 607.0602, Florida 353 Statutes, is amended to read: 354 607.0602 Terms of class or series determined by board of 355 directors.— 356 (1) If the articles of incorporation so provide, the board 357 of directors is authorized, without shareholder approval, to: 358 (a) Classify any unissued shares into one or more classes 359 or into one or more series within a class; 360 (b) Reclassify any unissued shares of any class into one or 361 more classes or into one or more series within a classone or362more classes; or 363 (c) Reclassify any unissued shares of any series of any 364 class into one or more classes or into one or more series within 365 a class. 366 Section 11. Subsection (5) of section 607.0620, Florida 367 Statutes, is amended to read: 368 607.0620 Subscriptions for shares.— 369 (5) If a subscriber defaults in payment of money or 370 property under a subscription agreement entered into before 371 incorporation, the corporation may collect the amount owed as 372 any other debt. Alternatively, unless the subscription agreement 373 provides otherwise, the corporation may rescind the agreement 374 and may sell the shares if the debt remains unpaid more than 20 375 days after the corporation delivers written demand for payment 376 to the subscriber. If the subscription agreement is rescinded 377 and the shares sold, then, notwithstanding the rescission, the 378 defaulting subscriber or his,orher, or its legal 379 representative shall be entitled to be paid the excess of the 380 sale proceeds over the sum of the amount due and unpaid on the 381 subscription and the reasonable expenses incurred in selling the 382 shares, but in no event shall the defaulting subscriber or his, 383orher, or its legal representative be entitled to be paid an 384 amount greater than the amount paid by the subscriber on the 385 subscription. 386 Section 12. Subsection (1) of section 607.0623, Florida 387 Statutes, is amended to read: 388 607.0623 Share dividends.— 389 (1) Unless the articles of incorporation provide otherwise, 390 shares may be issued pro rata and without consideration to the 391 corporation’s shareholders or to the shareholders of one or more 392 classes or series oforshares. An issuance of shares under this 393 subsection is a share dividend. 394 Section 13. Paragraphs (c) and (d) of subsection (2) of 395 section 607.0630, Florida Statutes, are amended to read: 396 607.0630 Shareholders’ preemptive rights.— 397 (2) A statement included in the articles of incorporation 398 that “the corporation elects to have preemptive rights” (or 399 words of similar import) means that the following principles 400 apply except to the extent the articles of incorporation 401 expressly provide otherwise: 402 (c) There is no preemptive right with respect to: 403 1. Shares issued as compensation to directors, officers, 404 agents, or employees of the corporation, its subsidiaries, or 405 its affiliates; 406 2. Shares issued to satisfy conversion or option rights 407 created to provide compensation to directors, officers, agents, 408 or employees of the corporation, its subsidiaries, or its 409 affiliates; 410 3. Shares authorized in the articles of incorporation that 411 are issued within 6 months from the effective date of 412 incorporation; 413 4. Shares issued pursuant to a plan of reorganization 414 approved by a court of competent jurisdiction pursuant to a law 415 of this state or of the United States; or 416 5. Shares issued for consideration other than money. 417 (d) Holders of shares of any class or series without 418 general voting rights but with preferential rightsto419distributionsto receive the net assets upon dissolution have no 420 preemptive rights with respect to shares of any class or series. 421 Section 14. Subsection (7) of section 607.0704, Florida 422 Statutes, is amended to read: 423 607.0704 Action by shareholders without a meeting.— 424 (7) The notice requirements in subsection (3) do not delay 425 the effectiveness of actions taken by written consent, and a 426 failure to comply with such notice requirement does not 427 invalidate actions taken by written consent. This subsection 428 shallmaynot be deemed to limit judicial power to fashion any 429 appropriate remedy in favor of a shareholder adversely affected 430 by a failure to give such notice within the required time 431 period. 432 Section 15. Subsection (5) of section 607.0705, Florida 433 Statutes, is amended to read: 434 607.0705 Notice of meeting.— 435 (5) Notwithstanding the foregoing, whenever notice is 436 required to be given to any shareholder under this chapter or 437 the articles of incorporation or bylaws of any corporation to 438 whom: 439 (a) Notice of two consecutive annual meetings, and all 440 notices of meetings or the taking of action by written consent 441 without a meeting to such person during the period between such 442 two consecutive annual meetings; or 443 (b) All, and at least two paymentschecks in paymentof 444 dividends or interest on securities during a 12-month period, 445 446 have been sent by first-class United States mail, addressed to 447 the shareholder at such person’s address as it appears in the 448 record of shareholders of the corporation, maintained in 449 accordance with s. 607.1601(4), and returned undeliverable, then 450 the giving of such notice to such person shall not be required. 451 Any action or meeting which is taken or held without notice to 452 such person has the same force and effect as if such notice has 453 been duly given. If any such person delivers to the corporation 454 a written notice setting forth such person’s then current 455 address, the requirement that a notice be given to such person 456 with respect to future notices shall be reinstated. 457 Section 16. Subsections (2), (9), and (10) of section 458 607.0707, Florida Statutes, are amended to read: 459 607.0707 Record date.— 460(2) If not otherwise provided by or pursuant to the bylaws,461the record date for determining shareholders entitled to demand462a special meeting is the date the first shareholder delivers his463or her demand to the corporation.464 (9) Shares of a corporation’s own stock acquired by the 465 corporation between the record date for determining shareholders 466 entitled to notice of or to vote at a meeting of shareholders 467 and the time of the meeting may be votedonat the meeting by 468 the holder of record as of the record date and shall be counted 469 in determining the total number of outstanding shares entitled 470 to be voted at the meeting. 471 (2)(10)If not otherwise fixed under s. 607.0703 or 472 otherwise provided by or pursuant to the bylaws, the record date 473 for determining shareholders entitled to demand a special 474 meeting is the earliest date on which a signed shareholder 475 demand is delivered to the corporation. A written demand for a 476 special meeting is not effective unless, within 60 days of the 477 earliest date on which such a demand delivered to the 478 corporation as required by s. 607.0702 was signed, written 479 demands signed by shareholders holding at least the percentage 480 of votes specified in or fixed in accordance with s. 481 607.0702(1)(b) have been delivered to the corporation. 482 Section 17. Subsection (2) of section 607.0720, Florida 483 Statutes, is amended to read: 484 607.0720 Shareholders’ list for meeting.— 485 (2) The shareholders’ list for notice must be available for 486 inspection by any shareholder for a period of 10 days prior to 487 the meeting or such shorter time as exists between the record 488 date and the meeting and continuing through the meeting at the 489 corporation’s principal office, at a place identified in the 490 meeting notice in the city where the meeting will be held, or at 491 the office of the corporation’s transfer agent or registrar. Any 492 separate shareholders’ list for voting, if different, must be 493 similarly available for inspection promptly after the record 494 date for voting. A shareholder or the shareholder’s agent or 495 attorney is entitled on written demand to inspect and, subject 496 to the requirements of s. 607.1602(3), copy a list during 497 regular business hours and at his,orher, or its expense, 498 during the period it is available for inspection. 499 Section 18. Subsection (3) of section 607.0721, Florida 500 Statutes, is amended to read: 501 607.0721 Voting entitlement of shares.— 502 (3) Shares held by the corporation in a fiduciary capacity 503 for the benefit of any person are entitled to vote unless they 504 are held for the benefit of, or otherwise belong to, the 505 corporation directly, or indirectly through an entity of which a 506 majority of the voting power is held directly or indirectly by 507 the corporation or which is otherwise controlled by the 508 corporation. For the purposes of this sectionsubsection, 509 “voting power” means the current power to vote in the election 510 of directors of a corporation or to elect, select, or appoint 511 those persons who will govern another entity. 512 Section 19. Subsection (2) of section 607.0732, Florida 513 Statutes, is amended to read: 514 607.0732 Shareholder agreements.— 515 (2) An agreement authorized by this section shall be: 516 (a)1. Set forth or referenced in the articles of 517 incorporation or bylaws and approved by all persons who are 518 shareholders at the time of the agreement; or 519 2. Set forth in a written agreement that is signed by all 520 persons who are shareholders at the time of the agreement and 521 such written agreement is made known to the corporation; and 522 (b) Subject to termination or amendment only by all persons 523 who are shareholders at the time of the termination or 524 amendment, unless the agreement provides otherwise. 525 Section 20. Subsection (1) of section 607.0750, Florida 526 Statutes, is amended to read: 527 607.0750 Direct action by shareholder.— 528 (1) Subject to subsection (2), a shareholder may maintain a 529 direct action against another shareholder, an officer, a 530 director, or the company, to enforce the shareholder’s rights 531 and otherwise protect the shareholder’s interests, including 532 rights and interests under the articles of incorporation, the 533 bylaws or this chapter or arising independently of the 534 shareholder relationship. 535 Section 21. Subsection (4) of section 607.0808, Florida 536 Statutes, is amended to read: 537 607.0808 Removal of directors by shareholders.— 538 (4) A director may be removed by the shareholders only at a 539 meeting of shareholders called for the purpose of removing the 540 director, and the meeting notice must state that the removal of 541 the director is the purpose, or one of the purposes, of the 542 meeting. 543 Section 22. Subsection (7) of section 607.0832, Florida 544 Statutes, is amended to read: 545 607.0832 Director conflicts of interest.— 546 (7) IfWhereshareholders’ action under this section does 547 not satisfy a quorum or voting requirement applicable to the 548 authorization of the transaction by shareholders as required by 549 the articles of incorporation, the bylaws, this chapter, or any 550 other law, an action to satisfy those authorization 551 requirements, whether as part of the same action or by way of 552 another action, must be taken by the shareholders in order to 553 authorize the transaction. In such action, the vote or consent 554 of shareholders who are not disinterested shareholders may be 555 counted. 556 Section 23. Subsection (4) of section 607.0850, Florida 557 Statutes, is amended to read: 558 607.0850 Definitions.—In ss. 607.0850-607.0859, the term: 559 (4) “Expenses” includes reasonable attorney fees and 560 expenses, including those incurred in connection with any 561 appeal. 562 Section 24. Subsection (2) of section 607.0855, Florida 563 Statutes, is amended to read: 564 607.0855 Determination and authorization of 565 indemnification.— 566 (2) The determination shall be made: 567 (a) If there are two or more qualified directors, by the 568 board of directors by a majority vote of all of the qualified 569 directors, a majority of whom shall for such purposes constitute 570 a quorum, or by a majority of the members of a committee of two 571 or more qualified directors appointed by such a vote;or572 (b) By independent special legal counsel: 573 1. Selected in the manner prescribed by paragraph (a); or 574 2. If there are fewer than two qualified directors, 575 selected by the board of directors, in which selection directors 576 who are not qualified directors may participate; or 577 (c) By the shareholders, but shares owned by or voted under 578 the control of a director or officer who, at the time of the 579 determination, is not a qualified director or an officer who is 580 a party to the proceeding may not be counted as votes in favor 581 of the determination. 582 Section 25. Subsection (1) of section 607.0858, Florida 583 Statutes, is amended to read: 584 607.0858 Variation by corporate action; application of ss. 585 607.0850-607.0859.— 586 (1) The indemnification provided pursuant to ss. 607.0851 587 and 607.0852 and the advancement of expenses provided pursuant 588 to s. 607.0853 are not exclusive, and a corporation may, by a 589 provision in its articles of incorporation, bylaws, or any 590 agreement, or by vote of shareholders or disinterested 591 directors, or otherwise, obligate itself in advance of the act 592 or omission giving rise to a proceeding to provide any other or 593 further indemnification or advancement of expenses to any of its 594 directors or officers. Any such obligatory provision shall be 595 deemed to satisfy the requirements for authorization referred to 596 in ss. 607.0853(3) and 607.0855(3). Any such provision that 597 obligates the corporation to provide indemnification to the 598 fullest extent permitted by law shall be deemed to obligate the 599 corporation to advance funds to pay for or reimburse expenses in 600 accordance with s. 607.0853 to the fullest extent permitted by 601 law, unless the provision specifically provides otherwise. 602 Section 26. Paragraph (f) of subsection (1) of section 603 607.0901, Florida Statutes, is amended to read: 604 607.0901 Affiliated transactions.— 605 (1) For purposes of this section: 606 (f) “Control,” “controlling,” “controlled by,” and “under 607 common control with” mean the possession, directly or 608 indirectly, through the ownership of voting interestsshares, by 609 contract, arrangement, understanding, relationship, or 610 otherwise, of the power to direct or cause the direction of the 611 management and policies of a person. A person who is the owner 612 of 20 percent or more of the outstanding voting interestsshares613 of any corporation, partnership, unincorporated association, or 614 other entity is presumed to have control of such entity, in the 615 absence of proof by a preponderance of the evidence to the 616 contrary. Notwithstanding the foregoing, a person shall not be 617 deemed to have control of an entity if such person holds voting 618 interestsshares, in good faith and not for the purpose of 619 circumventing this section, as an agent, bank, broker, nominee, 620 custodian, or trustee for one or more beneficial owners who do 621 not individually or as a group have control of such entity. 622 Section 27. Subsection (11) of section 607.1002, Florida 623 Statutes, is amended to read: 624 607.1002 Amendment by board of directors.—Unless the 625 articles of incorporation provide otherwise, a corporation’s 626 board of directors may adopt one or more amendments to the 627 corporation’s articles of incorporation without shareholder 628 approval: 629 (11) To make any other change expressly permitted by this 630 chapteractto be made without shareholder approval. 631 Section 28. Paragraph (a) of subsection (2) and subsection 632 (4) of section 607.1003, Florida Statutes, are amended to read: 633 607.1003 Amendment by board of directors and shareholders. 634 If a corporation has issued shares, an amendment to the articles 635 of incorporation shall be adopted in the following manner: 636 (2)(a) Except as provided in s.ss.607.1002, s. 607.10025, 637 s.and607.1008, orand, with respect to restatements that do 638 not require shareholder approval, s. 607.1007, the amendment 639 shall then be approved by the shareholders. 640 (4) If the amendment is required to be approved by the 641 shareholders, and the approval is to be given at a meeting, the 642 corporation must notify each shareholder, whether or not 643 entitled to vote, of the meeting of shareholders at which the 644 amendment is to be submitted for approval. The notice must be 645 given in accordance with s. 607.0705; must state that the 646 purpose, or one of the purposes, of the meeting is to consider 647 the amendment; and must contain or be accompanied by a copy of 648 the amendment. 649 Section 29. Subsections (1) and (6) of section 607.1102, 650 Florida Statutes, are amended to read: 651 607.1102 Share exchange.— 652 (1) By complying with this chapter, including adopting a 653 plan of share exchange in accordance with subsection (3) and 654 complying with s. 607.1103: 655 (a) A domestic corporation may acquire all of the shares or 656 one or more classes or series of shares or rights to acquire 657 shares of one or more classes or series of shares or rights to 658 acquire shares of another domestic or foreign corporation, or 659 all of the eligible interests of one or more classes or series 660 of interests of a domestic or foreign eligible entity, or any 661 combination of the foregoing, pursuant to a plan of share 662 exchange, in exchange for: 663 1. Shares or other securities. 664 2. Eligible interests. 665 3. Obligations. 666 4. Rights to acquire shares, other securities, or eligible 667 interests. 668 5. Cash. 669 6. Other property. 670 7. Any combination of the foregoing; or 671 (b) All of the shares of one or more classes or series of 672 shares or rights to acquire shares of a domestic corporation may 673 be acquired by another domestic or foreign eligible entity, 674 pursuant to a plan of share exchange, in exchange for: 675 1. Shares or other securities. 676 2. Eligible interests. 677 3. Obligations. 678 4. Rights to acquire shares, other securities, or eligible 679 interests. 680 5. Cash. 681 6. Other property. 682 7. Any combination of the foregoing. 683 (6) A plan of share exchange may be amended only with the 684 consent of each party to the share exchange, except as provided 685 in the plan. A domestic eligible entity may approve an amendment 686 to a plan: 687 (a) In the same manner as the plan was approved, if the 688 plan does not provide for the manner in which it may be amended; 689 or 690 (b) In the manner provided in the plan, except that 691 shareholders, members, or interest holders that were entitled to 692 vote on or consent to approval of the plan are entitled to vote 693 on or consent to any amendment of the plan that will change: 694 1. The amount or kind of shares or other securities; 695 eligible interests; obligations; rights to acquire shares, other 696 securities, or eligible interests; cash;orother property; or 697 any combination of the foregoing, to be received under the plan 698 by the shareholders, members, or interest holders of the 699 acquired eligible entity; or 700 2. Any of the other terms or conditions of the plan if the 701 change would adversely affect such shareholders, members, or 702 interest holders in any material respect. 703 Section 30. Section 607.1103, Florida Statutes, is amended 704 to read: 705 607.1103 Action on a plan of merger or share exchange.—In 706 the case of a domestic corporation that is a party to a merger 707 or is the acquired eligible entity in a share exchange, the plan 708 of merger or the plan of share exchange must be adopted in the 709 following manner: 710 (1) The plan of merger or the plan of share exchange shall 711 first be adopted by the board of directors of such domestic 712 corporation. 713 (2)(a) Except as provided in subsections (8), (10), and 714 (11), and in ss. 607.11035 and 607.1104, the plan of merger or 715 the plan of share exchange shall then be adopted by the 716 shareholders. 717 (b) In submitting the plan of merger or the plan of share 718 exchange to the shareholders for approval, the board of 719 directors shall recommend that the shareholders approve the 720 plan, or in the case of an offer referred to in s. 721 607.11035(1)(b), that the shareholders tender their shares to 722 the offeror in response to the offer, unless: 723 1. The board of directors makes a determination that 724 because of conflicts of interest or other special circumstances, 725 it should not make such a recommendation; or 726 2. Section 607.0826 applies. 727 (c) If either subparagraph (b)1. or subparagraph (b)2. 728 applies, the board shall inform the shareholders of the basis 729 for its so proceeding without such recommendation. 730 (3) The board of directors may set conditions for the 731 approval of the proposed merger or share exchange by the 732 shareholders or the effectiveness of the plan of merger or the 733 plan of share exchange. 734 (4) If the plan of merger or the plan of share exchange is 735 required to be approved by the shareholders, and if the approval 736 is to be given at a meeting, the corporation shall notify each 737 shareholder, regardless of whether entitled to vote, of the 738 meeting of shareholders at which the plan is submitted for 739 approval in accordance with s. 607.0705. The notice shall also 740 state that the purpose, or one of the purposes, of the meeting 741 is to consider the plan of merger or the plan of share exchange, 742 regardless of whether or not the meeting is an annual or a 743 special meeting, and contain or be accompanied by a copy of the 744 plan. If the corporation is to be merged into an existing 745 foreign or domestic eligible entity, the notice must also 746 include or be accompanied by a copy of the articles of 747 incorporation and bylaws or the organic rules of that eligible 748 entity into which the corporation is to be merged. If the 749 corporation is to be merged with a domestic or foreign eligible 750 entity and a new domestic or foreign eligible entity is to be 751 created pursuant to the merger, the notice must include or be 752 accompanied by a copy of the articles of incorporation and 753 bylaws or the organic rules of the new eligible entity. 754 Furthermore, if applicable, the notice shall contain a clear and 755 concise statement that, if the plan of merger or share exchange 756 is effected, shareholders dissenting therefrom may be entitled, 757 if they comply with the provisions of this chapter regarding 758 appraisal rights, to be paid the fair value of their shares, and 759 shall be accompanied by a copy of ss. 607.1301-607.1340. 760 (5) Unless this chapter, the articles of incorporation, or 761 the board of directors (acting pursuant to subsection (3)) 762 requires a greater vote or a greater quorum in the respective 763 case, approval of the plan of merger or the plan of share 764 exchange shall require the approval of the shareholders at a 765 meeting at which a quorum exists by a majority of the votes 766 entitled to be cast on the plan, and, if any class or series of 767 shares is entitled to vote as a separate voting group on the 768 plan of merger or the plan of share exchange, the approval of 769 each such separate voting group at a meeting at which a quorum 770 of the voting group is present by a majority of the votes 771 entitled to be cast on the merger or share exchange by that 772 voting group. 773 (6)(a) Subject to subsection (7), voting by a class or 774 series as a separate voting group is required on a plan of 775 merger: 776 1. By each class or series of shares of the corporation 777 that would be entitled to vote as a separate voting group on any 778 provision in the plan which, if such provision had been 779 contained in a proposed amendment to the articles of 780 incorporation of a surviving corporation, would have entitled 781 the class or series to vote as a separate voting group on the 782 proposed amendment under s. 607.1004.; or783 2. If the plan contains a provision that would allow the 784 plan to be amended to include the type of amendment to the 785 articles of incorporation referenced in subparagraph 1., by each 786 class or series of shares of the corporation that would have 787 been entitled to vote as a separate voting group on any such 788 amendment to the articles of incorporation.; or789 3. By each class or series of shares of the corporation 790 that is to be converted under the plan of merger into shares; 791 other securities; eligible interests; obligations; rights to 792 acquire shares, other securities, or eligible interests; cash; 793 property; or any combination of the foregoing.; or794 4. If the plan contains a provision that would allow the 795 plan to be amended to convert other classes or series of shares 796 of the corporation, by each class or series of shares of the 797 corporation that would have been entitled to vote as a separate 798 voting group if the plan were to be so amended. 799 (b) Subject to subsection (7), voting by a class or series 800 as a separate voting group is required on a plan of share 801 exchange: 802 1. By each class or series that is to be exchanged in the 803 exchange, with each class or series constituting a separate 804 voting group.; or805 2. If the plan contains a provision that would allow the 806 plan to be amended to include the type of amendment to the 807 articles of incorporation referenced in subparagraph (a)1., by 808 each class or series of shares of the corporation that would 809 have been entitled to vote as a separate voting group on any 810 such amendment to the articles of incorporation. 811 (c) Subject to subsection (7), voting by a class or series 812 as a separate voting group is required on a plan of merger or a 813 plan of share exchange if the group is entitled under the 814 articles of incorporation to vote as a separate voting group to 815 approve the plan of merger or the plan of share exchange, 816 respectively. 817 (7) The articles of incorporation may expressly limit or 818 eliminate the separate voting rights provided in any one or more 819 of subparagraphs (6)(a)3. and 4. andsubparagraph (6)(a)3.,820subparagraph (6)(a)4., orsubparagraph (6)(b)1. as to any class 821 or series of shares, except when the plan of merger or the plan 822 for share exchange: 823 (a) Includes what is or would be, in effect, an amendment 824 subject to any one or more of subparagraphs (6)(a)1. and 2. and 825 (6)(b)2.; and 826 (b) Will not affect a substantive business combination. 827 (8) Unless the corporation’s articles of incorporation 828 provide otherwise, approval by the corporation’s shareholders of 829 a plan of merger is not required if: 830 (a) The corporation will survive the merger; 831 (b) The articles of incorporation of the surviving 832 corporation will not differ (except for amendments enumerated in 833 s. 607.1002) from its articles of incorporation before the 834 merger; and 835 (c) Each shareholder of the surviving corporation whose 836 shares were outstanding immediately prior to the effective date 837 of the merger will hold the same number of shares, with 838 identical designations, preferences, rights, and limitations, 839 immediately after the effective date of the merger. 840 (9) If, as a result of a merger or share exchange, one or 841 more shareholders of a domestic corporation would become subject 842 to new interest holder liability, approval of the plan of merger 843 or the plan of share exchange shall require, in connection with 844 the transaction, the signing by each such shareholder of a 845 separate written consent to become subject to such new interest 846 holder liability, unless in the case of a shareholder that 847 already has interest holder liability with respect to such 848 domestic corporation: 849 (a) The new interest holder liability is with respect to a 850 domestic or foreign corporation (which may be a different or the 851 same domestic corporation in which the person is a shareholder); 852 and 853 (b) The terms and conditions of the new interest holder 854 liability are substantially identical to those of the existing 855 interest holder liability (other than for changes that reduce or 856 eliminate such interest holder liability). 857 (10) Unless the articles of incorporation otherwise 858 provide, approval of a plan of share exchange by the 859 shareholders of a domestic corporation is not required if the 860 corporation is the acquiring eligible entity in the share 861 exchange. 862 (11) Unless the articles of incorporation otherwise 863 provide, shares in the acquired eligible entity not to be 864 exchanged under the plan of share exchange are not entitled to 865 vote on the plan. 866 Section 31. Subsection (1) of section 607.11035, Florida 867 Statutes, is amended to read: 868 607.11035 Shareholder approval of a merger or share 869 exchange in connection with a tender offer.— 870 (1) Unless the articles of incorporation otherwise provide, 871 shareholder approval of a plan of merger or a plan of share 872 exchange under s. 607.1103(1)(b) is not required if: 873 (a) The plan of merger or share exchange expressly: 874 1. Permits or requires the merger or share exchange to be 875 effected under this section; and 876 2. Provides that, if the merger or share exchange is to be 877 effected under this section, the merger or share exchange will 878 be effected as soon as practicable following the satisfaction of 879 the requirement in paragraph (f); 880 (b) Another party to the merger, the acquiring eligible 881 entity in the share exchange, or a parent of another party to 882 the merger or the parent of the acquiring eligible entity in the 883 share exchange, makes an offer to purchase, on the terms 884 provided in the plan of merger or the plan of share exchange, 885 any and all of the outstanding shares of the corporation that, 886 absent this section, would be entitled to vote on the plan of 887 merger or the plan of share exchange, except that the offer may 888 exclude shares of the corporation that are owned at the 889 commencement of the offer by the corporation, the offeror, or 890 any parent of the offeror, or by any wholly owned subsidiary of 891 any of the foregoing; 892 (c) The offer discloses that the plan of merger or the plan 893 of share exchange provides that the merger or share exchange 894 will be effected as soon as practicable following the 895 satisfaction of the requirement in paragraph (f) and that the 896 shares of the corporation that are not tendered in response to 897 the offer will be treated pursuant to paragraph (h); 898 (d) The offer remains open for at least 10 days; 899 (e) The offeror purchases all shares properly tendered in 900 response to the offer and not properly withdrawn; 901 (f) The shares listed below are collectively entitled to 902 cast at least the minimum number of votes on the merger or share 903 exchange that, absent this section, would be required by this 904 chapter and by the articles of incorporation for the approval of 905 the merger or share exchange by the shareholders and by each 906 other voting group entitled to vote on the merger or share 907 exchange at a meeting at which all shares entitled to vote on 908 the approval were present and voted: 909 1. Shares purchased by the offeror in accordance with the 910 offer; 911 2. Shares otherwise owned by the offeror or by any parent 912 of the offeror or any wholly owned subsidiary of any of the 913 foregoing; and 914 3. Shares subject to an agreement that provides that they 915 are to be transferred, contributed, or delivered to the offeror, 916 any parent of the offeror, or any wholly owned subsidiary of any 917 of the foregoing in exchange for shares or eligible interests in 918 such offeror, parent, or subsidiary; 919 (g) The offeror or a wholly owned subsidiary of the offeror 920 merges with or into, or effects a share exchange in which it 921 acquires shares of, the corporation; and 922 (h) Each outstanding share of each class or series of 923 shares of the corporation that the offeror is offering to 924 purchase in accordance with the offer, and that is not purchased 925 in accordance with the offer, is to be converted in the merger 926 into, or into the right to receive, or is to be exchanged in the 927 share exchange for, or for the right to receive, the same amount 928 and kind of securities, eligible interests, obligations, rights, 929 cash, other property, or any combination of the foregoing, to be 930 paid or exchanged in accordance with the offer for each share of 931 that class or series of shares that is tendered in response to 932 the offer, except that shares of the corporation that are owned 933 by the corporation or that are described in subparagraph (f)2. 934 or subparagraph (f)3. need not be converted into or exchanged 935 for the consideration described in this paragraph. 936 Section 32. Subsection (1) of section 607.11045, Florida 937 Statutes, is amended to read: 938 607.11045 Holding company formation by merger by certain 939 corporations.— 940 (1) This section applies only to a corporation that has 941 shares registered pursuant to s. 12 of the Securities Exchange 942 Act of 1934,or held of record by not fewer than 2,000 943 shareholders. 944 Section 33. Subsection (1) of section 607.1106, Florida 945 Statutes, is amended to read: 946 607.1106 Effect of merger or share exchange.— 947 (1) When a merger becomes effective: 948 (a) The domestic or foreign eligible entity that is 949 designated in the plan of merger as the survivor continues or 950 comes into existence, as the case may be; 951 (b) The separate existence of every domestic or foreign 952 eligible entity that is a party to the merger, other than the 953 survivor, ceases; 954 (c) All real property and other property, including any 955 interest therein and all title thereto, owned by, and every 956 contract right possessed by, each domestic or foreign eligible 957 entity that is a party to the merger, other than the survivor, 958 become the property and contract rights of and become vested in 959 the survivor, without transfer, reversion, or impairment; 960 (d) All debts, obligations, and other liabilities of each 961 domestic or foreign eligible entity that is a party to the 962 merger, other than the survivor, become debts, obligations, and 963 liabilities of the survivor; 964 (e) The name of the survivor may be, but need not be, 965 substituted in any pending proceeding for the name of any party 966 to the merger whose separate existence ceased in the merger; 967 (f) Neither the rights of creditors nor any liens upon the 968 property of any corporation party to the merger shall be 969 impaired by such merger; 970 (g) If the survivor is a domestic eligible entity, the 971 articles of incorporation and bylaws or the organic rules of the 972 survivor are amended to the extent provided in the plan of 973 merger; 974 (h) The articles of incorporation and bylaws or the organic 975 rules of a survivor that is a domestic eligible entity and is 976 created by the merger become effective; 977 (i) The shares, obligations, and other securities (and the 978 rights to acquire shares, obligations, or other securities) of 979 each domestic or foreign corporation party to the merger, and 980 the eligible interests in any other eligible entity that is a 981 party to the merger, that are to be converted in accordance with 982 the terms of the merger into shares or other securities; 983 eligible interests; obligations; rights to acquire shares, other 984 securities, or eligible interests; cash; other property; or any 985 combination of the foregoing, are converted, and the former 986 holders of such shares, obligations, other securities, and 987 eligible interests (and the rights to acquire shares, 988 obligations, other securities, or other eligible interests) are 989 entitled only to the rights provided to them by those terms of 990 the merger or to any rights they may have under s. 607.1302 or 991 under the organic law governing the eligible entity; 992 (j) Except as provided by law or the plan of merger, all 993 the rights, privileges, franchises, and immunities of each 994 eligible entity that is a party to the merger, other than the 995 survivor, become the rights, privileges, franchises, and 996 immunities of the survivor; and 997 (k) If the survivor exists before the merger: 998 1. All the property and contract rights of the survivor 999 remain its property and contract rights without transfer, 1000 reversion, or impairment; 1001 2. The survivor remains subject to all of its debts, 1002 obligations, and other liabilities; and 1003 3. Except as provided by law or the plan of merger, the 1004 survivor continues to hold all of its rights, privileges, 1005 franchises, and immunities. 1006 Section 34. Subsection (3) of section 607.11920, Florida 1007 Statutes, is amended to read: 1008 607.11920 Domestication.— 1009 (3) In a domestication under subsection (2), the 1010 domesticating eligible entity must enter into a plan of 1011 domestication. The plan of domestication must include: 1012 (a) The name of the domesticating corporation; 1013 (b) The name and jurisdiction of formation of the 1014 domesticated corporation; 1015 (c) The manner and basis of reclassifying the shares and 1016 rights to acquire shares of the domesticating corporation into 1017 shares or other securities, obligations, rights to acquire 1018 shares or other securities, cash, other property, or any 1019 combination of the foregoing; 1020 (d) The proposed organic rules of the domesticated 1021 corporation which must be in writing; and 1022 (e) The other terms and conditions of the domestication. 1023 Section 35. Subsections (5) and (6) of section 607.11921, 1024 Florida Statutes, are amended to read: 1025 607.11921 Action on a plan of domestication.—In the case of 1026 a domestication of a domestic corporation into a foreign 1027 jurisdiction, the plan of domestication shall be adopted in the 1028 following manner: 1029 (5) Unless this chapter, the articles of incorporation, or 1030 the board of directors acting pursuant to subsection (3),1031 require a greater vote or a greater quorum in the respective 1032 case, approval of the plan of domestication requires: 1033 (a) The approval of the shareholders at a meeting at which 1034 a quorum exists consisting of a majority of the votes entitled 1035 to be cast on the plan; and 1036 (b) Except as provided in subsection (6), the approval of 1037 each class or series of shares voting as a separate voting group 1038 at a meeting at which a quorum of the voting group exists 1039 consisting of a majority of the votes entitled to be cast on the 1040 plan by that voting group. 1041 (6) The articles of incorporation may expressly limit or 1042 eliminate the separate voting rights provided in paragraph 1043 (5)(b) as to any class or series of shares, except when the 1044 public organic rules of the foreign corporation resulting from 1045 the domestication include what would be in effect an amendment 1046 that would entitle the class or series to vote as a separate 1047 voting group under s. 607.1004 if it were a proposed amendment 1048 of the articles of incorporation of a domestic domesticating 1049 corporation. 1050 Section 36. Subsection (1) of section 607.11923, Florida 1051 Statutes, is amended to read: 1052 607.11923 Amendment of a plan of domestication; 1053 abandonment.— 1054 (1) A plan of domestication of a domestic corporation 1055 adopted under s. 607.11920(3) may be amended: 1056 (a) In the same manner as the plan of domestication was 1057 approved, if the plan does not provide for the manner in which 1058 it may be amended; or 1059 (b) In the manner provided in the plan of domestication, 1060 except that a shareholder that was entitled to vote on or 1061 consent to approval of the plan is entitled to vote on or 1062 consent to any amendment of the plan that will change: 1063 1. The amount or kind of shares or other securities; 1064 obligations; rights to acquire shares or,other securities,or1065eligible interests; cash; other property; or any combination of 1066 the foregoing, to be received by any of the shareholders or 1067 holders of rights to acquire shares or,other securities, or1068eligible interestsof the domesticating corporation under the 1069 plan; 1070 2. The organic rules of the domesticated corporation that 1071 are to be in writing and that will be in effect immediately 1072 after the domestication becomes effective, except for changes 1073 that do not require approval of the shareholders of the 1074 domesticated corporation under its organic rules as set forth in 1075 the plan of domestication; or 1076 3. Any of the other terms or conditions of the plan, if the 1077 change would adversely affect the shareholder in any material 1078 respect. 1079 Section 37. Subsection (1) and paragraph (d) of subsection 1080 (3) of section 607.11924, Florida Statutes, are amended to read: 1081 607.11924 Effect of domestication.— 1082 (1) When a domestication becomes effective: 1083 (a) All real property and other property owned by the 1084 domesticating corporation, including any interests therein and 1085 all title thereto, and every contract right possessed by the 1086 domesticating corporation, are the property and contract rights 1087 of the domesticated corporation without transfer, reversion, or 1088 impairment; 1089 (b) All debts, obligations, and other liabilities of the 1090 domesticating corporation are the debts, obligations, and other 1091 liabilities of the domesticated corporation; 1092 (c) The name of the domesticated corporation may be, but 1093 need not be, substituted for the name of the domesticating 1094 corporation in any pending proceeding; 1095 (d) The organic rules of the domesticated corporation 1096 become effective; 1097 (e) The shares and other securities (and the rights to 1098 acquire shares or other securities) or equity interests of the 1099 domesticating corporation are reclassified into shares,orother 1100 securities, obligations, rights to acquire shares or other 1101 securities, cash,orother property, or any combination of the 1102 foregoing, in accordance with the terms of the domestication, 1103 and the shareholders or equity owners of the domesticating 1104 corporation are entitled only to the rights provided to them by 1105 those terms and to any appraisal rights they may have under the 1106 organic law of the domesticating corporation; and 1107 (f) The domesticated corporation is: 1108 1. Incorporated under and subject to the organic law of the 1109 domesticated corporation; 1110 2. The same corporation, without interruption, as the 1111 domesticating corporation; and 1112 3. Deemed to have been incorporated or formed on the date 1113 the domesticating corporation was originally incorporated. 1114 (3) Except as otherwise provided in the organic law or 1115 organic rules of a domesticating foreign corporation, the 1116 interest holder liability of a shareholder or equity holder in a 1117 foreign corporation that is domesticated into this state who had 1118 interest holder liability in respect of such domesticating 1119 corporation before the domestication becomes effective shall be 1120 as follows: 1121 (d) The shareholder or equity holder shallmaynot, by 1122 reason of such prior interest holder liability, have interest 1123 holder liability with respect to any interest holder liabilities 1124 that are incurred after the domestication becomes effective. 1125 Section 38. Paragraph (a) of subsection (2) and subsection 1126 (5) of section 607.11932, Florida Statutes, are amended to read: 1127 607.11932 Action on a plan of conversion.—In the case of a 1128 conversion of a domestic corporation to a domestic or foreign 1129 eligible entity other than a domestic corporation, the plan of 1130 conversion must be adopted in the following manner: 1131 (2)(a) The plan of conversion mustshallthen be approved 1132 by the shareholders of such domestic corporation. 1133 (5) Unless this chapter, the articles of incorporation, or 1134 the board of directors acting pursuant to subsection (3),1135 require a greater vote or a greater quorum in the respective 1136 case, approval of the plan of conversion requires: 1137 (a) The approval of the shareholders at a meeting at which 1138 a quorum exists consisting of a majority of the votes entitled 1139 to be cast on the plan; and 1140 (b) The approval of each class or series of shares voting 1141 as a separate voting group at a meeting at which a quorum of the 1142 voting group exists consisting of a majority of the votes 1143 entitled to be cast on the plan by that voting group. 1144 Section 39. Paragraph (a) of subsection (4) of section 1145 607.11933, Florida Statutes, is amended to read: 1146 607.11933 Articles of conversion; effectiveness.— 1147 (4)(a) If theaconverted eligible entity is a domestic 1148 eligible entity, the conversion becomes effective when the 1149 articles of conversion are effective. 1150 Section 40. Subsection (1) and paragraph (d) of subsection 1151 (4) of section 607.11935, Florida Statutes, are amended to read: 1152 607.11935 Effect of conversion.— 1153 (1) When a conversion becomes effective: 1154 (a) All real property and other property owned by, 1155 including any interest therein and all title thereto, and every 1156 contract right possessed by, the converting eligible entity 1157 remain the property and contract rights of the converted 1158 eligible entity without transfer, reversion, or impairment; 1159 (b) All debts, obligations, and other liabilities of the 1160 converting eligible entity remain the debts, obligations, and 1161 other liabilities of the converted eligible entity; 1162 (c) The name of the converted eligible entity may be, but 1163 need not be, substituted for the name of the converting eligible 1164 entity in any pending action or proceeding; 1165 (d) If the converted eligible entity is a filing entity, a 1166 domestic corporation, or a domestic or foreign nonprofit 1167 corporation, its public organic record and its private organic 1168 rules become effective; 1169 (e) If the converted eligible entity is a nonfiling entity, 1170 its private organic rules become effective; 1171 (f) If the converted eligible entity is a limited liability 1172 partnership, the filing required to become a limited liability 1173 partnership and its private organic rules become effective; 1174 (g) The shares, obligations, eligible interests, and other 1175 securities (and the rights to acquire shares, obligations, 1176 eligible interests, or other securities)and obligationsof the 1177 converting eligible entity are reclassified into shares, other 1178 securities, eligible interests, obligations, rights to acquire 1179 shares,orother securities, or eligible interests,obligations,1180 cash, other property, or any combination of the foregoing 1181thereof, in accordance with the terms of the conversion, and the 1182 shareholders or interest holders of the converting eligible 1183 entity are entitled only to the rights provided to them by those 1184 terms and to any rights they may have under s. 607.1302 or under 1185 the organic law of the converting eligible entity; and 1186 (h) The converted eligible entity is: 1187 1. Deemed to be incorporated or organized under and subject 1188 to the organic law of the converted eligible entity; 1189 2. Deemed to be the same entity without interruption as the 1190 converting eligible entity; and 1191 3. Deemed to have been incorporated or otherwise organized 1192 on the date that the converting eligible entity was originally 1193 incorporated or organized. 1194 (4) Except as otherwise provided in the organic law or the 1195 organic rules of the domestic or foreign eligible entity, the 1196 interest holder liability of an interest holder in a converting 1197 eligible entity that converts to a domestic corporation who had 1198 interest holder liability in respect of such converting eligible 1199 entity before the conversion becomes effective shall be as 1200 follows: 1201 (d) The eligible interest holder shallmaynot, by reason 1202 of such prior interest holder liability, have interest holder 1203 liability with respect to any interest holder liabilities that 1204 arise after the conversion becomes effective. 1205 Section 41. Subsection (4) of section 607.1202, Florida 1206 Statutes, is amended to read: 1207 607.1202 Shareholder approval of certain dispositions.— 1208 (4) If the disposition is required to be approved by the 1209 shareholders under subsection (1) and if the approval is to be 1210 given at the meeting, the corporation shall notify each 1211 shareholder, regardless of whether entitled to vote, of the 1212 meeting of shareholders at which the disposition is to be 1213 submitted for approval. The notice must state that the purpose, 1214 or one of the purposes, of the meeting is to consider the 1215 disposition and shall contain a description of the disposition 1216 and the consideration to be received by the corporation. 1217 Furthermore, the notice shall contain a clear and concise 1218 statement that, if the transaction is effected, shareholders 1219 dissenting therefrom are or may be entitled, if they comply with 1220 the provisions of this chapteractregarding appraisal rights, 1221 to be paid the fair value of their shares and such notice must 1222 be accompanied by a copy of ss. 607.1301-607.1340. 1223 Section 42. Subsection (2) and paragraph (a) of subsection 1224 (6) of section 607.1301, Florida Statutes, are amended to read: 1225 607.1301 Appraisal rights; definitions.—The following 1226 definitions apply to ss. 607.1301-607.1340: 1227 (2) “Affiliate” means a person that directly or indirectly 1228 through one or more intermediaries controls, is controlled by, 1229 or is under common control with, another person or is a senior 1230 executive of such person. For purposes of paragraph (6)(a), a 1231 person is deemed to be an affiliate of its senior executives. 1232 (6) “Interested transaction” means a corporate action 1233 described in s. 607.1302(1), other than a merger pursuant to s. 1234 607.1104, involving an interested person in which any of the 1235 shares or assets of the corporation are being acquired or 1236 converted. As used in this definition: 1237 (a) “Interested person” means a person, or an affiliate of 1238 a person, who at any time during the 1-year period immediately 1239 preceding approval by the board of directors of the corporate 1240 action: 1241 1. Was the beneficial owner of 20 percent or more of the 1242 voting power of the corporation, other than as owner of excluded 1243 shares; 1244 2. Had the power, contractually or otherwise, other than as 1245 owner of excluded shares, to cause the appointment or election 1246 of 25 percent or more of the directors to the board of directors 1247 of the corporation; or 1248 3. Was a senior executive or director of the corporation or 1249 a senior executive of any affiliate of the corporation, and will 1250 receive, as a result of the corporate action, a financial 1251 benefit not generally available to other shareholders as such, 1252 other than: 1253 a. Employment, consulting, retirement, or similar benefits 1254 established separately and not as part of or in contemplation of 1255 the corporate action; 1256 b. Employment, consulting, retirement, or similar benefits 1257 established in contemplation of, or as part of, the corporate 1258 action that are not more favorable than those existing before 1259 the corporate action or, if more favorable, that have been 1260 approved on behalf of the corporation in the same manner as is 1261 provided in s. 607.0832; or 1262 c. In the case of a director of the corporation who, in the 1263 corporate action, will become a director or governor of the 1264 acquirer or any of its affiliatesin the corporate action, 1265 rights and benefits as a director or governor that are provided 1266 on the same basis as those afforded by the acquirer generally to 1267 other directors or governors of such entity or such affiliate. 1268 Section 43. Subsection (1) of section 607.1302, Florida 1269 Statutes, is amended to read: 1270 607.1302 Right of shareholders to appraisal.— 1271 (1) A shareholder of a domestic corporation is entitled to 1272 appraisal rights, and to obtain payment of the fair value of 1273 that shareholder’s shares, in the event of any of the following 1274 corporate actions: 1275 (a) Consummation of a domestication or a conversion of such 1276 corporation pursuant to s. 607.11921 or s. 607.11932, as 1277 applicable, if shareholder approval is required for the 1278 domestication or the conversion; 1279 (b) Consummation of a merger to which such corporation is a 1280 party: 1281 1. If shareholder approval is required for the merger under 1282 s. 607.1103 or would be required but for s. 607.11035, except 1283 that appraisal rights shall not be available to any shareholder 1284 of the corporation with respect to shares of any class or series 1285 that remains outstanding after consummation of the merger where 1286 the terms of such class or series have not been materially 1287 altered; or 1288 2. If such corporation is a subsidiary and the merger is 1289 governed by s. 607.1104; 1290 (c) Consummation of a share exchange to which the 1291 corporation is a party as the corporation whose shares will be 1292 acquired, except that appraisal rights are not available to any 1293 shareholder of the corporation with respect to any class or 1294 series of shares of the corporation that is not acquired in the 1295 share exchange; 1296 (d) Consummation of a disposition of assets pursuant to s. 1297 607.1202 if the shareholder is entitled to vote on the 1298 disposition, including a sale in dissolution, except that 1299 appraisal rights shall not be available to any shareholder of 1300 the corporation with respect to shares or any class or series 1301 if: 1302 1. Under the terms of the corporate action approved by the 1303 shareholders there is to be distributed to shareholders in cash 1304 the corporation’s net assets, in excess of a reasonable amount 1305 reserved to meet claims of the type described in ss. 607.1406 1306 and 607.1407, within 1 year after the shareholders’ approval of 1307 the action and in accordance with their respective interests 1308 determined at the time of distribution; and 1309 2. The disposition of assets is not an interested 1310 transaction; 1311 (e) An amendment of the articles of incorporation with 1312 respect to a class or series of shares which reduces the number 1313 of shares of a class or series owned by the shareholder to a 1314 fraction of a share if the corporation has the obligation or the 1315 right to repurchase the fractional share so created; 1316 (f) Any other merger, share exchange, disposition of 1317 assets, or amendment to the articles of incorporation, in each 1318 case to the extent provided by the articles of incorporation, 1319 bylaws, or a resolution of the board of directors, except that 1320 no bylaw or board resolution providing for appraisal rights may 1321 be amended or otherwise altered except by shareholder approval; 1322 (g) An amendment to the articles of incorporation or bylaws 1323 of the corporation, the effect of which is to alter or abolish 1324 voting or other rights with respect to such interest in a manner 1325 that is adverse to the interest of such shareholder, except as 1326 the right may be affected by the voting or other rights of new 1327 shares then being authorized of a new class or series of shares; 1328 (h) An amendment to the articles of incorporation or bylaws 1329 of a corporation, the effect of which is to adversely affect the 1330 interest of the shareholder by altering or abolishing appraisal 1331 rights under this section; 1332 (i) With regard to a class of shares prescribed in the 1333 articles of incorporation prior to October 1, 2003, including 1334 any shares within that class subsequently authorized by 1335 amendment, any amendment of the articles of incorporation if the 1336 shareholder is entitled to vote on the amendment and if such 1337 amendment would adversely affect such shareholder by: 1338 1. Altering or abolishing any preemptive rights attached to 1339 any of his,orher, or its shares; 1340 2. Altering or abolishing the voting rights pertaining to 1341 any of his,orher, or its shares, except as such rights may be 1342 affected by the voting rights of new shares then being 1343 authorized of any existing or new class or series of shares; 1344 3. Effecting an exchange, cancellation, or reclassification 1345 of any of his,orher, or its shares, when such exchange, 1346 cancellation, or reclassification would alter or abolish the 1347 shareholder’s voting rights or alter his,orher, or its 1348 percentage of equity in the corporation, or effecting a 1349 reduction or cancellation of accrued dividends or other 1350 arrearages in respect to such shares; 1351 4. Reducing the stated redemption price of any of the 1352 shareholder’s redeemable shares, altering or abolishing any 1353 provision relating to any sinking fund for the redemption or 1354 purchase of any of his,orher, or its shares, or making any of 1355 his,orher, or its shares subject to redemption when they are 1356 not otherwise redeemable; 1357 5. Making noncumulative, in whole or in part, dividends of 1358 any of the shareholder’s preferred shares which had theretofore 1359 been cumulative; 1360 6. Reducing the stated dividend preference of any of the 1361 shareholder’s preferred shares; or 1362 7. Reducing any stated preferential amount payable on any 1363 of the shareholder’s preferred shares upon voluntary or 1364 involuntary liquidation; 1365 (j) An amendment of the articles of incorporation of a 1366 social purpose corporation to which s. 607.504 or s. 607.505 1367 applies; 1368 (k) An amendment of the articles of incorporation of a 1369 benefit corporation to which s. 607.604 or s. 607.605 applies; 1370 (l) A merger, domestication, conversion, or share exchange 1371 of a social purpose corporation to which s. 607.504 applies; or 1372 (m) A merger, domestication, conversion, or share exchange 1373 of a benefit corporation to which s. 607.604 applies. 1374 Section 44. Subsection (1) of section 607.1303, Florida 1375 Statutes, is amended to read: 1376 607.1303 Assertion of rights by nominees and beneficial 1377 owners.— 1378 (1) A record shareholder may assert appraisal rights as to 1379 fewer than all the shares registered in the record shareholder’s 1380 name but owned by a beneficial shareholder or a voting trust 1381 beneficial owner only if the record shareholder objects with 1382 respect to all shares of the class or series owned by the 1383 beneficial shareholder or theavoting trust beneficial owner 1384 and notifies the corporation in writing of the name and address 1385 of each beneficial shareholder or voting trust beneficial owner 1386 on whose behalf appraisal rights are being asserted. The rights 1387 of a record shareholder who asserts appraisal rights for only 1388 part of the shares held of record in the record shareholder’s 1389 name under this subsection shall be determined as if the shares 1390 as to which the record shareholder objects and the record 1391 shareholder’s other shares were registered in the names of 1392 different record shareholders. 1393 Section 45. Subsection (1) of section 607.1320, Florida 1394 Statutes, is amended to read: 1395 607.1320 Notice of appraisal rights.— 1396 (1) If a proposed corporate action described in s. 1397 607.1302(1) is to be submitted to a vote at a shareholders’ 1398 meeting, the meeting notice (or, where no approval of such 1399 action is required pursuant to s. 607.11035, the offer made 1400 pursuant to s. 607.11035),must state that the corporation has 1401 concluded that shareholders are, are not, or may be entitled to 1402 assert appraisal rights under this chapter. If the corporation 1403 concludes that appraisal rights are or may be available, a copy 1404 of ss. 607.1301-607.1340 must accompany the meeting notice or 1405 offer sent to those record shareholders entitled to exercise 1406 appraisal rights. 1407 Section 46. Subsection (1) of section 607.1333, Florida 1408 Statutes, is amended to read: 1409 607.1333 Limitation on corporate payment.— 1410 (1) No payment shall be made to a shareholder seeking 1411 appraisal rights if, at the time of payment, the corporation is 1412 unable to meet the distribution standards of s. 607.06401. In 1413 such event, the shareholder shall, at the shareholder’s option: 1414 (a) Withdraw his,orher, or its notice of intent to assert 1415 appraisal rights, which shall in such event be deemed withdrawn 1416 with the consent of the corporation; or 1417 (b) Retain his,orher, or its status as a claimant against 1418 the corporation and, if it is liquidated, be subordinated to the 1419 rights of creditors of the corporation, but have rights superior 1420 to the shareholders not asserting appraisal rights, and if the 1421 corporation is not liquidated, retain his,orher, or its right 1422 to be paid for the shares, which right the corporation shall be 1423 obliged to satisfy when the restrictions of this section do not 1424 apply. 1425 Section 47. Subsection (1) of section 607.1340, Florida 1426 Statutes, is amended to read: 1427 607.1340 Other remedies limited.— 1428 (1) A shareholder entitled to appraisal rights under this 1429 chapter may not challenge a completed corporate action for which 1430 appraisal rights are available unless such corporate action was 1431 either: 1432 (a) Not authorized and approved in accordance with the 1433 applicable provisions of this chapter; or 1434 (b) Procured as a result of fraud, a material 1435 misrepresentation, or an omission of a material fact necessary 1436 to make statements made, in light of the circumstances in which 1437 they were made, not misleading. 1438 Section 48. Subsection (3) of section 607.1403, Florida 1439 Statutes, is amended to read: 1440 607.1403 Articles of dissolution.— 1441 (3) For purposes of ss. 607.1401-607.1410, the term 1442 “dissolved corporation” means a corporation whose articles of 1443 dissolution have become effective and includes a successor 1444 entity. Further, for the purposes of this subsection, the term 1445 “successor entity” includes a trust, receivership, or other 1446 legal entity governed by the laws of this state to which the 1447 remaining assets and liabilities of a dissolved corporation are 1448 transferred and which exists solely for the purposes of 1449 prosecuting and defending suits by or against the dissolved 1450 corporation, thereby enabling the dissolved corporation to 1451 settle and close the business of the dissolved corporation, to 1452 dispose of and convey the property of the dissolved corporation, 1453 to discharge the liabilities of the dissolved corporation, and 1454 to distribute to the dissolved corporation’s shareholders any 1455 remaining assets, but not for the purpose of continuing the 1456 activities and affairs for which the dissolved corporation was 1457 organized. 1458 Section 49. Paragraph (a) of subsection (5) of section 1459 607.1406, Florida Statutes, is amended to read: 1460 607.1406 Known claims against dissolved corporation.— 1461 (5)(a) For purposes of ss. 607.1401-607.1410, the termthis1462section, “known claims” means any claim or liability that, as of 1463 the date of the giving of the written notice contemplated by 1464 subsections (1) and (2): 1465 1. Has matured sufficiently on or prior to the effective 1466 date of the dissolution to be legally capable of assertion 1467 against the dissolved corporation; or 1468 2. Is unmatured as of the effective date of the dissolution 1469 but will mature in the future solely based on the passage of 1470 time. 1471 Section 50. Subsections (1) and (6) of section 607.1422, 1472 Florida Statutes, are amended to read: 1473 607.1422 Reinstatement following administrative 1474 dissolution.— 1475 (1) A corporation that is administratively dissolved under 1476 s. 607.1420 or that was dissolved under former s. 607.1421 1477 before January 1, 2020, may apply to the department for 1478 reinstatement at any time after the effective date of 1479 dissolution. The corporation must submit all fees and penalties 1480 then owed by the corporation at the rates provided by lawlaws1481 at the time the corporation applies for reinstatement, together 1482 with an application for reinstatement prescribed and furnished 1483 by the department, which is signed by both the registered agent 1484 and an officer or director of the corporation and states: 1485 (a) The name of the corporation; 1486 (b) The street address of the corporation’s principal 1487 office and mailing address; 1488 (c) The date of the corporation’s organization; 1489 (d) The corporation’s federal employer identification 1490 number or, if none, whether one has been applied for; 1491 (e) The name, title or capacity, and address of at least 1492 one officer or director of the corporation; and 1493 (f) Additional information that is necessary or appropriate 1494 to enable the department to carry out this chapter. 1495 (6) If the name of the dissolved corporation has been 1496 lawfully assumed in this state by another eligiblebusiness1497 entity, the department shall require the dissolved corporation 1498 to amend its articles of incorporation to change its name before 1499 accepting its application for reinstatement. 1500 Section 51. Subsection (1), paragraph (b) of subsection 1501 (3), and subsection (4) of section 607.1430, Florida Statutes, 1502 are amended to read: 1503 607.1430 Grounds for judicial dissolution.— 1504 (1) A circuit court may dissolve a corporation or order 1505 such other remedy as provided in s. 607.1434: 1506 (a) In a proceeding by the Department of Legal Affairs to 1507 dissolve a corporation if it is established that: 1508 1. The corporation obtained its articles of incorporation 1509 through fraud; or 1510 2. The corporation has continued to exceed or abuse the 1511 authority conferred upon it by law. 1512 1513 The enumeration in subparagraphs 1. and 2. of grounds for 1514 involuntary dissolution does not exclude actions or special 1515 proceedings by the Department of Legal Affairs or any state 1516 official for the annulment or dissolution of a corporation for 1517 other causes as provided in any other statute of this state; 1518 (b) In a proceeding by a shareholder to dissolve a 1519 corporation if it is established that: 1520 1. The directors are deadlocked in the management of the 1521 corporate affairs, the shareholders are unable to break the 1522 deadlock, and: 1523 a. Irreparable injury to the corporation is threatened or 1524 being suffered; 1525 b. The business and affairs of the corporation can no 1526 longer be conducted to the advantage of the shareholders 1527 generally because of the deadlock; or 1528 c. Both sub-subparagraphs a. and b.; or 1529 2. The shareholders are deadlocked in voting power and have 1530 failed to elect successors to directors whose terms have expired 1531 or would have expired upon qualification of their successors; 1532 3. The corporate assets are being misapplied or wasted, 1533 causing material injury to the corporation; or 1534 4. The directors or those in control of the corporation 1535 have acted, are acting, or are reasonably expected to act in a 1536 manner that is illegal or fraudulent; 1537 (c) In a proceeding by a creditor if it is established 1538 that: 1539 1. The creditor’s claim has been reduced to judgment, the 1540 execution on the judgment returned unsatisfied, and the 1541 corporation is insolvent; or 1542 2. The corporation has admitted in writing that the 1543 creditor’s claim is due and owing and the corporation is 1544 insolvent; 1545 (d) In a proceeding by the corporation to have its 1546 voluntary dissolution continued under court supervision; or 1547 (e) In a proceeding by a shareholder if the corporation has 1548 abandoned its business and has failed within a reasonable period 1549 of time to liquidate and distribute its assets and dissolve. 1550 (3) 1551 (b) For purposes ofAs used inthis section, the term 1552 “deadlock sale provision” means a provision in a shareholder 1553 agreement that complies with s. 607.0732, which is or may be 1554 applicable in the event of a deadlock among the directors or 1555 shareholders of the corporation,which neither the directors nor 1556 the shareholders, as applicable, of the corporation are able to 1557 break,;and which provides for a deadlock breaking mechanism, 1558 including, but not limited to: 1559 1. A redemption or a purchase and sale of shares or other 1560 equity securities; 1561 2. A governance change; 1562 3. A sale of the corporation or all or substantially all of 1563 the assets of the corporation; or 1564 4. A similar provision that, if initiated and effectuated, 1565 breaks the deadlock by causing the transfer of the shares or 1566 other equity securities, a governance change, or a sale of the 1567 corporation or all or substantially all of the corporation’s 1568 assets. 1569 (4) A deadlock sale provision in a shareholder agreement 1570 thatwhichcomplies with s. 607.0732 which is not initiated and 1571 effectuated before the court enters an order of judicial 1572 dissolution under subparagraph (1)(b)1. or subparagraph 1573 (1)(b)2., as the case may be, or an order directing the purchase 1574 of petitioner’s interest under s. 607.1436, does not adversely 1575 affect the rights of shareholders to seek judicial dissolution 1576 under subparagraph (1)(b)1. or subparagraph (1)(b)2., as the 1577 case may be, or the rights of the corporation or one or more 1578 shareholders to purchase the petitioner’s interest under s. 1579 607.1436. The filing of an action for judicial dissolution on 1580 the grounds described in subparagraph (1)(b)1. or subparagraph 1581 (1)(b)2., as the case may be, or an election to purchase the 1582 petitioner’s interest under s. 607.1436, does not adversely 1583 affect the right of a shareholder to initiate an available 1584 deadlock sale provision under the shareholder agreement that 1585 complies with s. 607.0732 or to enforce a shareholder-initiated 1586 or an automatically-initiated deadlock sale provision if the 1587 deadlock sale provision is initiated and effectuated before the 1588 court enters an order of judicial dissolution under subparagraph 1589 (1)(b)1. or subparagraph (1)(b)2., as the case may be, or an 1590 order directing the purchase of petitioner’s interest under s. 1591 607.1436. 1592 Section 52. Subsection (5) of section 607.1431, Florida 1593 Statutes, is amended to read: 1594 607.1431 Procedure for judicial dissolution.— 1595 (5) If the court determines that any party has commenced, 1596 continued, or participated in a proceeding under s. 607.1430 and 1597 has acted arbitrarily, frivolously, vexatiously, or not in good 1598 faith, the court may, in its discretion, award attorney fees and 1599 other reasonable expenses to the other parties to the proceeding 1600actionwho have been affected adversely by such actions. 1601 Section 53. Subsection (5) of section 607.1432, Florida 1602 Statutes, is amended to read: 1603 607.1432 Receivership or custodianship.— 1604 (5) The court from time to time during the receivership or 1605 custodianship may order compensation paid and expense 1606 disbursements or reimbursements made to anythereceiver or 1607 custodian and his, her, or its counsel from the assets of the 1608 corporation or proceeds from the sale of the assets. 1609 Section 54. Section 607.14401, Florida Statutes, is amended 1610 to read: 1611 607.14401 Deposit with Department of Financial Services. 1612 Assets of a dissolved corporation that should be transferred to 1613 a creditor, claimant, or shareholder of the corporation who 1614 cannot be found or who is not competent to receive them shall be 1615 reduced to cash and deposited with the Department of Financial 1616 Services for safekeeping. When the creditor, claimant, or 1617 shareholder furnishes satisfactory proof of entitlement to the 1618 amountor assetsdeposited, the Department of Financial Services 1619 shall pay such person or his,orher, or its representative that 1620 amount. 1621 Section 55. Paragraphs (c), (h), and (k) of subsection (2) 1622 of section 607.1501, Florida Statutes, are amended to read: 1623 607.1501 Authority of foreign corporation to transact 1624 business required; activities not constituting transacting 1625 business.— 1626 (2) The following activities, among others, do not 1627 constitute transacting business within the meaning of subsection 1628 (1): 1629 (c) Maintainingbankaccounts in financial institutions. 1630 (h) Securing or collecting debts or enforcing mortgages or 1631 security interests in property securing the debts, orand1632 holding, protecting, or maintaining property so acquired. 1633 (k) Owning and controlling a subsidiary corporation 1634 incorporated in or limited liability company formed in, or 1635 transacting business within, this state; or voting the shares of 1636 any such subsidiary corporation;or voting the membership 1637 interests of any such limited liability company, which it has 1638 lawfully acquired. 1639 Section 56. Subsections (3) and (8) of section 607.1502, 1640 Florida Statutes, are amended to read: 1641 607.1502 Effect of failure to have a certificate of 1642 authority.— 1643 (3) A court may stay a proceeding commenced by a foreign 1644 corporation or its successor or assignee until it determines 1645 whether the foreign corporation or its successor or assignee 1646 requires a certificate of authority. If it so determines, the 1647 court may further stay the proceeding until the foreign 1648 corporation or its successor or assignee has obtained a 1649 certificate of authority to transact business in this state. 1650 (8) If a foreign corporation transacts business in this 1651 state without a certificate of authority or cancels its 1652 certificate of authority, it appoints the secretary of state as 1653 its agent for service of process in proceedings and actionsfor1654rights of actionarising out of the transaction of business in 1655 this state. 1656 Section 57. Subsection (2) of section 607.1503, Florida 1657 Statutes, is amended to read: 1658 607.1503 Application for certificate of authority.— 1659 (2) The foreign corporation shall deliver with a completed 1660 application under subsection (1) a certificate of existence or a 1661 record of similar import, duly authenticated,not more than 90 1662 days prior to delivery of the application to the department, 1663 signed by the official having custody of the foreign 1664 corporation’s publicly filed records in its jurisdiction of 1665 incorporation. A translation of the certificate, under oath of 1666 the translator, must be attached to a certificate which is in a 1667 language other than the English language. 1668 Section 58. Paragraph (c) of subsection (1) and paragraph 1669 (c) of subsection (2) of section 607.1504, Florida Statutes, are 1670 amended to read: 1671 607.1504 Amended certificate of authority.— 1672 (1) A foreign corporation authorized to transact business 1673 in this state shall deliver for filing an amendment to its 1674 certificate of authority to reflect a change in any of the 1675 following: 1676 (c) The name and street address in this state of the 1677 foreign corporation’s registered agent in this state, unless the 1678 change was timely made in accordance with s. 607.1508 or s. 1679 607.15091s. 607.0502 or s. 607.05031. 1680 (2) The amendment must be filed within 90 days after the 1681 occurrence of a change described in subsection (1), must be 1682 signed by an officer of the foreign corporation, and must state 1683 the following: 1684 (c) The date the foreign corporation was authorized to 1685 transactdobusiness in this state. 1686 Section 59. Subsection (1) of section 607.1505, Florida 1687 Statutes, is amended to read: 1688 607.1505 Effect of a certificate of authority.— 1689 (1) Unless the department determines thatthanan 1690 application for a certificate of authority of a foreign 1691 corporation to transact business in this state does not comply 1692 with the filing requirements of this chapter, the department 1693 shall, upon payment of all filing fees, authorize the foreign 1694 corporation to transact business in this state and file the 1695 application for certificate of authority. 1696 Section 60. Subsection (3) of section 607.1507, Florida 1697 Statutes, is amended to read: 1698 607.1507 Registered office and registered agent of foreign 1699 corporation.— 1700 (3) Each initial registered agent, and each successor 1701 registered agent that is appointed, shall file a statement in 1702 writing with the department, in the form and manner prescribed 1703 by the department, accepting the appointment as a registered 1704 agent while simultaneously being designated as the registered 1705 agent. The statement of acceptance must provide that the 1706 registered agent is familiar with, and accepts, the obligations 1707 of that position. 1708 Section 61. Subsection (3) of section 607.1509, Florida 1709 Statutes, is amended to read: 1710 607.1509 Resignation of registered agent of foreign 1711 corporation.— 1712 (3) A registered agent is terminated upon the earlier of: 1713 (a) The 31st day after the department files the statement 1714 of resignation; or 1715 (b) When a statement of change or other record designating 1716 a new registered agent is filed withbythe department. 1717 Section 62. Subsection (1) of section 607.15091, Florida 1718 Statutes, is amended to read: 1719 607.15091 Change of name or address by registered agent.— 1720 (1) If a registered agent changes his,orher, or its name 1721 or address, the agent may deliver to the department for filing a 1722 statement of change containing the following: 1723 (a) The name of the foreign corporation represented by the 1724 registered agent. 1725 (b) The name of the registered agent as currently shown in 1726 the records of the department for the corporation. 1727 (c) If the name of the registered agent has changed, his, 1728 her, or its new name. 1729 (d) If the address of the registered agent has changed, the 1730 new address. 1731 (e) A statement that the registered agent has given the 1732 notice required under subsection (2). 1733 Section 63. Subsection (7) of section 607.15101, Florida 1734 Statutes, is amended to read: 1735 607.15101 Service of process, notice, or demand on a 1736 foreign corporation.— 1737 (7) Any notice or demand on a foreign corporation under 1738 this chapter may be given or made: to the chair of the board, 1739 the president, any vice president, the secretary, or the 1740 treasurer of the foreign corporation; to the registered agent of 1741 the foreign corporation at the registered office of the foreign 1742 corporation in this state; or to any other address in this state 1743 that is in fact the principal office of the foreign corporation 1744 in this state. 1745 Section 64. Paragraph (e) of subsection (1) of section 1746 607.1520, Florida Statutes, is amended to read: 1747 607.1520 Withdrawal and cancellation of certificate of 1748 authority for foreign corporation.— 1749 (1) To cancel its certificate of authority to transact 1750 business in this state, a foreign corporation must deliver to 1751 the department for filing a notice of withdrawal of certificate 1752 of authority. The certificate of authority is canceled when the 1753 notice of withdrawal becomes effective pursuant to s. 607.0123. 1754 The notice of withdrawal of certificate of authority must be 1755 signed by an officer or director and state the following: 1756 (e) That the foreign corporationitrevokes the authority 1757 of its registered agent to accept service on its behalf and 1758 appoints the secretary of state as its agent for service of 1759 process based on a cause of action arising during the time it 1760 was authorized to transact business in this state. 1761 Section 65. Subsections (1), (2), and (8) of section 1762 607.1602, Florida Statutes, are amended to read: 1763 607.1602 Inspection of records by shareholders.— 1764 (1) A shareholder of a corporation is entitled to inspect 1765 and copy, during regular business hours at the corporation’s 1766 principal office, any of the records of the corporation 1767 described in s. 607.1601(1), excluding minutes of meetings of, 1768 and records of actions taken without a meeting by, the 1769 corporation’s board of directors and any board committees of the 1770 corporation established under s. 607.0825, if the shareholder 1771 gives the corporation written notice of the shareholder’s demand 1772 at least 5 business days before the date on which the 1773 shareholder wishes to inspect and copy. 1774 (2) A shareholder of a corporation is entitled to inspect 1775 and copy, during regular business hours at a reasonable location 1776 specified by the corporation, any of the following records of 1777 the corporation if the shareholder meets the requirements of 1778 subsection (3) and gives the corporation written notice of the 1779 shareholder’s demand at least 5 business days before the date on 1780 which the shareholder wishes to inspect and copy: 1781 (a) Excerpts from minutes of any meeting of, or records of 1782 any actions taken without a meeting by, the corporation’s board 1783 of directors and board committees of the corporation maintained 1784 in accordance with s. 607.1601(1); 1785 (b) The financial statements of the corporation maintained 1786 in accordance with s. 607.1601(2); 1787 (c) Accounting records of the corporation; 1788 (d) The record of shareholders maintained in accordance 1789 with s. 607.1601(4); and 1790 (e) Any other books and records. 1791 (8) A corporation may deny any demand for inspection made 1792 pursuant to subsection (2) if the demand was made for an 1793 improper purpose, or if the demanding shareholder has within 2 1794 years preceding his,orher, or its demand sold or offered for 1795 sale any list of shareholders of the corporation or any other 1796 corporation, has aided or abetted any person in procuring any 1797 list of shareholders for any such purpose, or has improperly 1798 used any information secured through any prior examination of 1799 the records of the corporation or any other corporation. 1800 Section 66. Subsections (1) and (3) of section 607.1604, 1801 Florida Statutes, are amended to read: 1802 607.1604 Court-ordered inspection.— 1803 (1) If a corporation does not allow a shareholder who 1804 complies with s. 607.1602(1) to inspect and copy any records 1805 required by that subsection to be available for inspection, the 1806 circuit court in the applicable county may summarily order 1807 inspection and copying of the records demanded at the 1808 corporation’s expense upon application of the shareholder. If 1809 the court orders inspection and copying of the records demanded 1810 under s. 607.1602(1)s. 607.1601(1), it shall also order the 1811 corporation to pay the shareholder’s expenses, including 1812 reasonable attorney fees, incurred to obtain the order and 1813 enforce its rights under this section. 1814 (3) If the court orders inspection orandcopying of the 1815 records demanded under s. 607.1602(2), it may impose reasonable 1816 restrictions on the disclosure, use, or distribution of, and 1817 reasonable obligations to maintain the confidentiality of, such 1818 records, and it shall also order the corporation to pay the 1819 shareholder’s expenses incurred, including reasonable attorney 1820 fees, incurred to obtain the order and enforce its rights under 1821 this section unless the corporation establishes that the 1822 corporation refused inspection in good faith because the 1823 corporation had: 1824 (a) A reasonable basis for doubt about the right of the 1825 shareholder to inspect or copy the records demanded; or 1826 (b) Required reasonable restrictions on the disclosure, 1827 use, or distribution of, and reasonable obligations to maintain 1828 the confidentiality of, such records demanded to which the 1829 demanding shareholder had been unwilling to agree. 1830 Section 67. Subsections (2) and (4) of section 607.1622, 1831 Florida Statutes, are amended to read: 1832 607.1622 Annual report for department.— 1833 (2) If an annual report contains the name and address of a 1834 registered agent which differs from the information shown in the 1835 records of the department immediately before the annual report 1836 becomes effective, the differing information in the annual 1837 report is considered a statement of change under s. 607.0502 or 1838 s. 607.1508, as the case may be. 1839 (4) The first annual report must be delivered to the 1840 department between January 1 and May 1 of the year following the 1841 calendar year in which a domestic corporation’s articles of 1842 incorporation became effective or a foreign corporation obtained 1843 its certificate of authority to transact business in this state. 1844 Subsequent annual reports must be delivered to the department 1845 between January 1 and May 1 of each calendar year thereafter. If 1846 one or more forms of annual report are submitted for a calendar 1847 year, the department shall file each of them and make the 1848 information contained in them part of the official record. The 1849 first form of annual report filed in a calendar year shall be 1850 considered the annual report for thatthecalendar year, and 1851 each report filed after that one in the same calendar year shall 1852 be treated as an amended report for that calendar year. 1853 Section 68. Section 607.1703, Florida Statutes, is created 1854 to read: 1855 607.1703 Interrogatories by department; other powers of 1856 department.— 1857 (1) The department may direct to any domestic corporation 1858 or foreign corporation subject to this chapter, and to any 1859 officer or director of any domestic corporation or foreign 1860 corporation subject to this chapter, interrogatories reasonably 1861 necessary and proper to enable the department to ascertain 1862 whether the domestic corporation or foreign corporation has 1863 complied with the provisions of this chapter applicable to the 1864 domestic corporation or foreign corporation. The interrogatories 1865 must be answered within 30 days after the date of mailing, or 1866 within such additional time as fixed by the department. The 1867 answers to the interrogatories must be full and complete and 1868 must be made in writing and under oath. If the interrogatories 1869 are directed to an individual, they must be answered by the 1870 individual, and if directed to a domestic corporation or foreign 1871 corporation, they must be answered by an officer or director of 1872 the domestic corporation or foreign corporation, by a 1873 shareholder if there are no officers or directors of the 1874 domestic corporation or foreign corporation, or by a fiduciary 1875 if the corporation is in the hands of a receiver, trustee, or 1876 other court-appointed fiduciary. 1877 (2) The department need not file a record in a court of 1878 competent jurisdiction to which the interrogatories relate until 1879 the interrogatories are answered as provided in this chapter, 1880 and is not required to file a record if the answers disclose 1881 that the record is not in conformity with the requirements of 1882 this chapter or if the department has determined that the 1883 parties to such document have not paid all fees, taxes, and 1884 penalties due and owing this state. The department shall certify 1885 to the Department of Legal Affairs, for such action as the 1886 Department of Legal Affairs may deem appropriate, all 1887 interrogatories and answers that disclose a violation of this 1888 chapter. 1889 (3) The department may, based upon its findings under this 1890 section or as provided in s. 213.053(15), bring an action in 1891 circuit court to collect any penalties, fees, or taxes 1892 determined to be due and owing the state and to compel any 1893 filing, qualification, or registration required by law. In 1894 connection with such proceeding, the department may, without 1895 prior approval by the court, file a lis pendens against any 1896 property owned by the corporation and may further certify any 1897 findings to the Department of Legal Affairs for the initiation 1898 of an action permitted pursuant to this chapter which the 1899 Department of Legal Affairs may deem appropriate. 1900 (4) The department has the power and authority reasonably 1901 necessary to administer this chapter efficiently, to perform the 1902 duties herein imposed upon it, and to adopt reasonable rules 1903 necessary to carry out its duties and functions under this 1904 chapter. 1905 Section 69. Section 607.1907, Florida Statutes, is amended 1906 to read: 1907 607.1907 Saving provision.— 1908 (1) Except as to procedural provisions, chapter 2019-90, 1909 Laws of Florida,this actdoes not affect a pending action or 1910 proceeding or a right accrued before January 1, 2020, and a 1911 pending civil action or proceeding may be completed, and a right 1912 accrued may be enforced, as if chapter 2019-90, Laws of Florida, 1913this acthad not become effective. 1914 (2) If a penalty or punishment for violation of a statute 1915 or rule is reduced by chapter 2019-90, Laws of Florida,this1916act,the penalty or punishment, if not already imposed, shall be 1917 imposed in accordance with chapter 2019-90, Laws of Floridathis1918act. 1919 Section 70. Subsection (3) of section 607.504, Florida 1920 Statutes, is amended to read: 1921 607.504 Election of social purpose corporation status.— 1922 (3) If an entity elects to become a social purpose 1923 corporation by amendment of the articles of incorporation or by 1924 a merger, domestication, conversion, or share exchange, the 1925 shareholders of the entity are entitled to appraisal rights 1926 under and pursuant to ss. 607.1301-607.1340. 1927 Section 71. Subsection (1) of section 605.0116, Florida 1928 Statutes, is amended to read: 1929 605.0116 Change of name or address by registered agent.— 1930 (1) If a registered agent changes his,orher, or its name 1931 or address, the agent may deliver to the department for filing a 1932 statement of change that provides the following: 1933 (a) The name of the limited liability company or foreign 1934 limited liability company represented by the registered agent. 1935 (b) The name of the registered agent as currently shown in 1936 the records of the department for the limited liability company 1937 or foreign limited liability company. 1938 (c) If the name of the registered agent has changed, his, 1939 her, or its new name. 1940 (d) If the address of the registered agent has changed, the 1941 new address. 1942 (e) A statement that the registered agent has given the 1943 notice required under subsection (2). 1944 Section 72. Subsections (2) and (7) of section 605.0207, 1945 Florida Statutes, are amended to read: 1946 605.0207 Effective date and time.—Except as otherwise 1947 provided in s. 605.0208, and subject to s. 605.0209(3), any 1948 document delivered to the department for filing under this 1949 chapter may specify an effective time and a delayed effective 1950 date. In the case of initial articles of organization, a prior 1951 effective date may be specified in the articles of organization 1952 if such date is within 5 business days before the date of 1953 filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 1954 605.0209, a record filed by the department is effective: 1955 (2) If the record filed specifies an effective time, but 1956 not a prior or delayed effective date, on the date the record is 1957 accepted, as evidenced by the department’s endorsement, and 1958filedat the time specified in the filing. 1959 (7) If the record fileda filed documentdoes not specify 1960 the time zone or place at which the date or time, or both, is to 1961 be determined, the date or time, or both, at which it becomes 1962 effective shall be those prevailing at the place of filing in 1963 this state. 1964 Section 73. Section 605.0215, Florida Statutes, is amended 1965 to read: 1966 605.0215 Certificates to be received in evidence and 1967 evidentiary effect of certified copy of filed document.—All 1968 certificates issued by the department in accordance with this 1969 chapter shall be taken and received in all courts, public 1970 offices, and official bodies as prima facie evidence of the 1971 facts stated. A certificate from the department delivered with a 1972 copy of a document filed by the department bearing the signature 1973 of the secretary of state, which may be in facsimile, and the 1974 seal of this state, is conclusive evidence that the original 1975 document is on file with the department. 1976 Section 74. Paragraph (b) of subsection (2) of section 1977 605.0702, Florida Statutes, is amended to read: 1978 605.0702 Grounds for judicial dissolution.— 1979 (2) 1980 (b) For purposes ofAs used inthis section, the term 1981 “deadlock sale provision” means a provision in an operating 1982 agreement which is or may be applicable in the event of a 1983 deadlock among the managers or the members of the limited 1984 liability company which the members of the company are unable to 1985 break and which provides for a deadlock breaking mechanism, 1986 including, but not limited to: 1987 1. A redemption or a purchase and sale of interests; 1988 2. A governance change, among or between members; 1989 3. The sale of the company or all or substantially all of 1990 the assets of the company; or 1991 4. A similar provision that, if initiated and effectuated, 1992 breaks the deadlock by causing the transfer of interests, a 1993 governance change, or the sale of all or substantially all of 1994 the company’s assets. 1995 Section 75. Subsection (2) of section 605.0716, Florida 1996 Statutes, is amended to read: 1997 605.0716 Judicial review of denial of reinstatement.— 1998 (2) Within 30 days after service of a notice of denial of 1999 reinstatement, a limited liability company may appeal the denial 2000 by petitioning the Circuit Court of Leon County to set aside the 2001 dissolution. The petition must be served on the department and 2002 must contain a copy of the department’s notice of administrative 2003 dissolution, the company’s application for reinstatement, and 2004 the department’s notice of denial. 2005 Section 76. Subsection (1) of section 617.0501, Florida 2006 Statutes, is amended to read: 2007 617.0501 Registered office and registered agent.— 2008 (1) Each corporation shall have and continuously maintain 2009 in this state: 2010 (a) A registered office which may be the same as its 2011 principal office; and 2012 (b) A registered agent, who may be either: 2013 1. An individual who resides in this state whose business 2014 office is identical with such registered office; or 2015 2.a. Another domestic entity that is an authorized entity 2016 whose business address is identical to the address of the 2017 registered office;,or 2018 b. A foreign entity authorized to transact business in this 2019 state that is an authorized entity and whose business address is 2020 identical to the address of the registered office. 2021 Section 77. Section 617.0825, Florida Statutes, is amended 2022 to read: 2023 617.0825 Board committees and advisory committees.— 2024 (1) Unless the articles of incorporation or the bylaws 2025 otherwise provide, the board of directors, by resolution adopted 2026 by a majority of the full board of directors, may create an 2027 executive committee and one or more other committees of the 2028 board and appoint directors or such other persons as the board 2029 of directors designates to serve on such committee or 2030 committees. The majority of the persons on each committee must 2031 be directors. 2032 (2) Notwithstanding subsection (1), a board committee may 2033 be composed of less than a majority of directors or entirely of 2034 non-directors if: 2035 (a) The committee is created by the board of directors or 2036 is otherwise authorized by the articles of incorporation or the 2037 bylaws; and 2038 (b) The committee relates to the election, nomination, 2039 qualification, or credentials of directors or is involved in the 2040 process of electing directors.designate from among its members2041an executive committee and one or more other committees each of2042which,2043 (3) To the extent provided by the board of directors in a 2044suchresolution or in the articles of incorporation or the 2045 bylaws of the corporation, each such committee shall have and 2046 may exercise powers andall theauthority of the board of 2047 directors, except that no such committee shall have the power or 2048 authority to: 2049 (a) Approve or recommend to members actions or proposals 2050 required by this act to be approved by members. 2051 (b) Fill vacancies on the board of directors or any 2052 committee thereof. 2053 (c) Adopt, amend, or repeal the bylaws. 2054 (4)(2)Unless the articles of incorporation or the bylaws 2055 provide otherwise, ss. 617.0820, 617.0822, 617.0823, and 2056 617.0824, which govern meetings, notice and waiver of notice, 2057 and quorum and voting requirements of the board of directors, 2058 apply to committees and their members as well. 2059 (5)(3)Each committee must have two or more members who 2060 serve at the pleasure of the board of directors. The board, by 2061 resolution adopted in accordance with and consistent with 2062 subsection (1), may designate one or moredirectors asalternate 2063 members of any such committee who may act in the place and stead 2064 of any absent member or members at any meeting of such 2065 committee. 2066 (6) A committee member who is not a director has the same 2067 responsibility and fiduciary duties with respect to activities 2068 of such committee, and the same liability protections, as a 2069 committee member who is a director. 2070 (7)(4)Neither the designation of any such committee, the 2071 delegation thereto of authority, nor action by such committee 2072 pursuant to such authority shall alone constitute compliance by 2073 any member of the board of directors not a member of the 2074 committee in question with his or her responsibility to act in 2075 good faith, in a manner he or she reasonably believes to be in 2076 the best interests of the corporation, and with such care as an 2077 ordinarily prudent person in a like position would use under 2078 similar circumstances. 2079 (8) A corporation may create or authorize the creation of 2080 one or more advisory committees with any number of persons on 2081 the committee being non-directors. An advisory committee: 2082 (a) Is not a committee of the board of directors; and 2083 (b) May not act on behalf of or exercise any of the powers 2084 or authority of the board of directors or bind the corporation 2085 to any action, but may make recommendations to the board of 2086 directors, to the officers, or to the members. 2087 Section 78. This act shall take effect upon becoming a law.