Bill Summary

by Tuck

Nonprofit Corporations: Conforms terminology for consistency with Model Nonprofit Corporation Act adopted by American Bar Association; aligns provisions with Florida Business Corporation Act; revises corporate powers; updates provisions on distributions, dividends, & board vacancies; revises who may answer DOS interrogatories; specifies acceptable methods of written notice; requires officers to act in good faith, with reasonable care, & in corporation’s best interests; establishes requirements for judicial removal of directors; provides construction; allows board actions to satisfy meeting & voting requirements if no members exist; removes affiliate chapter registration requirement; ensures equal member rights & obligations; authorizes board to admit members for consideration & set payment terms; permits membership termination per terms; prohibits corporation from being its own member; allows fines or penalties if authorized; permits certain nonprofits to purchase membership interests; sets rules for buying interests of resigned or terminated members; revises meeting procedures & special meeting requirements; provides proxy voting rules & effects of incapacity; revises remote participation provisions; updates board composition, election, & term rules; grants liability immunity to all officers & directors; authorizes eligible mergers; requires statements for property held for charitable purposes. Effective Date: July 1, 2026

Committee references not assigned.