SB423: Bill Text

SB423,109,17 (4) Method of approval. A statement that the amendment was adopted in accordance with s. 181.1002, 181.1003 or 181.1004, whichever is the case.

SB423,109,20 (5) When approval by others is required. If approval of the amendment by a person other than the members, the board or the incorporators is required under s. 181.1030, a statement that the approval was obtained.

SB423,109,23 181.1006 Restated articles of incorporation. (1) When permitted. A corporation's board may restate its articles of incorporation at any time with or without approval by members or any other person.

SB423,110,2 (2) Amendments may be included. The restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in s. 181.1003.

SB423,110,5 (3) Approval requirements. If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.

SB423,110,12 (4) Notice requirements. If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation.

SB423,110,17 (5) Approval by written ballot or consent. If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation.

SB423,110,20 (6) Voting requirements. A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under s. 181.1003.

SB423,110,23 (7) Approval by 3rd persons. If the restatement includes an amendment requiring approval pursuant to s. 181.1030, the board must submit the restatement for such approval.

SB423,111,2 (8) Filing requirements. A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate including all of the following information:

SB423,111,5 (a) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or any other person other than the board and, if it does not, that the board adopted the restatement.

SB423,111,7 (b) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required by s. 181.1005.

SB423,111,10 (c) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under s. 181.1030, a statement that such approval was obtained.

SB423,111,13 (d) A statement that the restated articles of incorporation supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.

SB423,111,20 181.1007 Amendment of articles of incorporation pursuant to judicial reorganization. (1) When authorized. A corporation's articles of incorporation may be amended without board approval or approval by the members or approval required under s. 181.1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under s. 181.0202.

SB423,111,23 (2) Filing requirement. The individual or individuals designated by the court shall deliver to the department for filing articles of amendment that include all of the following information:

SB423,111,24 (a) The name of the corporation.

SB423,111,25 (b) The text of each amendment approved by the court.

SB423,112,1 (c) The date of the court's order or decree approving the articles of amendment.

SB423,112,3 (d) The title of the reorganization proceeding in which the order or decree was entered.

SB423,112,5 (e) A statement that the court had jurisdiction of the proceeding under federal statute.

SB423,112,9 (3) Applicability. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

SB423,112,14 181.1008 Effect of amendment and restatement of articles of incorporation. (1) Rights and proceedings not affected. An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under s. 181.1006 that includes an amendment to its articles of incorporation, does not affect any of the following:

SB423,112,15 (a) A cause of action existing against or in favor of the corporation.

SB423,112,17 (b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.

SB423,112,18 (c) The existing rights of persons other than members of the corporation.

SB423,112,22 (2) Proceedings not abated. An amendment, or a restatement including an amendment, changing a corporation's name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.

SB423,113,7 181.1020 Amendment of bylaws by directors. If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation's bylaws subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting of the board at which an amendment is to be approved. The notice shall be in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time that the amendment is adopted.

SB423,113,10 181.1021 Amendment of bylaws by directors and members. (1) By board. A corporation's board may amend or repeal the corporation's bylaws or adopt new bylaws except to the extent that any of the following applies:

SB423,113,12 (a) The articles of incorporation or any other provision of this chapter reserves that power exclusively to the members.

SB423,113,15 (b) The members, in adopting, amending or repealing a particular bylaw, provide within the bylaw that the board may not amend, repeal or readopt that bylaw.

SB423,113,19 (2) By members with voting rights. A corporation's members with voting rights may amend or repeal the corporation's bylaws or adopt new bylaws even though the board may also amend or repeal the corporation's bylaws or adopt new bylaws.

SB423,113,23 181.1022 Class voting by members on amendments of bylaws. (1) When class entitled to vote. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment does any of the following:

SB423,114,3 (a) Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class.

SB423,114,6 (b) Changes the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.

SB423,114,7 (c) Increases or decreases the number of memberships authorized for that class.

SB423,114,9 (e) Effects an exchange, reclassification or termination of all or part of the memberships of that class.

SB423,114,12 (2) Approval by each class required. If a class is to be divided into 2 or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.

SB423,114,17 (3) Voting requirements. Unless otherwise provided in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

SB423,114,21 181.1030 Approval by 3rd persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board. Such an article provision may only be amended with the approval in writing of the person.

SB423,114,23 Subchapter XI Merger

SB423,115,3 181.1101 Approval of plan of merger. (1) In general. One or more corporations may merge into a corporation or a stock corporation, if the plan of merger is approved as provided in s. 181.1103.

SB423,115,5 (2) Required information. The plan of merger shall include all of the following information:

SB423,115,7 (a) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge.

SB423,115,8 (b) The terms and conditions of the planned merger.

SB423,115,11 (d) The manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.

SB423,115,13 (3) Permitted information. The plan of merger may include any of the following:

SB423,115,16 (a) If the surviving corporation is a domestic corporation, amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger.

SB423,115,17 (b) Other provisions relating to the planned merger.

SB423,115,25 181.1103 Action on plan by board, members and 3rd persons. (1) Corporations without members with voting rights. If the corporation does not have members with voting rights, the plan of merger must be approved by a majority of the directors in office at the time the plan of merger is approved. In addition the corporation shall provide notice of any board meeting at which such approval is to be obtained in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed plan of merger.

SB423,116,4 (2) Corporations with voting members. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, a plan of merger to be adopted by a corporation with voting members shall be approved by all of the following:

SB423,116,5 (a) Unless the articles of incorporation provide otherwise, the board.

SB423,116,7 (b) The members with voting rights, by two-thirds of the votes cast or a majority of the voting power, whichever is less.

SB423,116,9 (c) A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation.

SB423,116,21 (3) Notice requirements. If the board seeks to have the plan of merger approved by the members at a membership meeting, the corporation shall give notice, to its members with voting rights, of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

SB423,117,5 (4) Written consents or ballots. If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles of incorporation and bylaws that will be in effect immediately after the merger takes effect.

SB423,117,11 (5) Class voting. Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would require the class of members to vote as a class on the proposed amendment under s. 181.1004 or 181.1022. The plan is approved by a class of members by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

SB423,117,16 (6) Abandonment of planned merger. After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board.

SB423,117,20 181.1104 Merger of subsidiary. (1) Member approval not required. A parent corporation that is a member with at least 90% of the voting rights in a subsidiary corporation may merge the subsidiary into itself without approval of the members of the parent or subsidiary.

SB423,117,22 (2) Plan of merger. The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:

SB423,117,23 (a) The names of the parent and subsidiary.

SB423,118,3 (b) The manner and basis of converting the memberships of the subsidiary into memberships of the parent or any other corporation or into cash or other property in whole or part.

SB423,118,6 (3) Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member of the subsidiary who does not waive the mailing requirement in writing.

SB423,118,10 (4) Filing with department. The parent may not deliver articles of merger to the department for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each member of the subsidiary who did not waive the mailing requirement.

SB423,118,13 (5) Certain amendments prohibited. Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in s. 181.1002.

SB423,118,17 181.1105 Articles of merger. After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the department for filing articles of merger that include all of the following information:

SB423,118,18 (1) Plan. The plan of merger.

SB423,118,21 (2) If member approval not required. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board.

SB423,118,23 (3) If member approval required. If approval by members is required, all of the following:

SB423,119,3 (a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class voting on the plan.

SB423,119,7 (b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.

SB423,119,10 (4) If approval by 3rd person required. If approval of the plan by a person other than the members or the board is required under s. 181.1103 (2) (c), a statement that the approval was obtained.

SB423,119,12 181.1106 Effect of merger. When a merger takes effect all of the following occur:

SB423,119,15 (1) Termination of separate existence. Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.

SB423,119,19 (2) Title to property. The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any conditions to which the property was subject before the merger.

SB423,119,22 (3) Rights and duties. The surviving corporation has all of the rights, privileges, immunities and powers and is subject to all of the duties and liabilities of a corporation organized under this chapter.

SB423,120,2 (4) Pending proceedings. A civil, criminal, administrative or investigatory proceeding pending against any corporation that is a party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.

SB423,120,5 (5) Articles of incorporation and bylaws. The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

SB423,120,9 181.1107 Merger with foreign corporation or foreign stock corporation. (1) When permitted. One or more foreign corporations or foreign stock corporations may merge with one or more domestic corporations if all of the following conditions are met:

SB423,120,12 (a) The merger is permitted by the law of the state or country under whose law each foreign corporation or stock corporation is incorporated and each foreign corporation or stock corporation complies with that law in effecting the merger.

SB423,120,14 (b) The foreign corporation or stock corporation complies with s. 181.1105 if it is the surviving corporation of the merger.

SB423,120,17 (c) Each domestic corporation complies with the applicable provisions of ss. 181.1101 and 181.1103 and, if it is the surviving corporation of the merger, with s. 181.1105.

SB423,120,20 (2) Effect of merger. Upon the merger taking effect, the surviving foreign corporation or foreign stock corporation is deemed to have irrevocably appointed the department as its agent for service of process in any proceeding brought against it.

SB423,120,25 181.1108 Bequests, devises and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.

SB423,121,7 181.1150 Conversion of cooperative. A cooperative organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation in the manner required under ch. 185. The restated articles of incorporation shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation.

SB423,121,9 Subchapter XII Sale of assets

SB423,121,12 181.1201 Sale of assets in regular course of activities and mortgage of assets. (1) Role of board. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following:

SB423,121,14 (a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.

SB423,121,16 (b) Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of activities.