Florida · Chapter 617
Corporations Not for Profit — Plain-English Summary
Every section of this body of law translated into plain English for Florida board members and homeowners.
General Provisions
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§617.01401
Defines key terms used across Chapter 617.
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§617.0202
Lists what must appear in the articles of incorporation.
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§617.0203
Corporate existence begins when articles are filed with the Department of State.
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§617.0206
The board adopts and may amend bylaws unless the articles reserve that power to members.
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§617.0207
Allows adoption of emergency bylaws to govern operations during a declared emergency.
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§617.0301
A not-for-profit corporation may be formed for any lawful purpose.
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§617.0302
Lists general corporate powers.
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§617.0303
During an emergency, the board may modify lines of succession and take other reasonable actions.
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§617.0304
A corporate act is not invalid because the corporation lacked the power to act.
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§617.0401
Sets requirements for the corporate name.
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§617.0501
Every nonprofit must continuously maintain a registered office and agent in Florida.
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§617.0503
Sets the duties of the registered agent.
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§617.0504
Process may be served on the registered agent or substituted through the Department of State.
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§617.0601
Membership is governed by articles or bylaws. Multiple classes with different rights are allowed.
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§617.0604
A member is not personally liable for the corporation's debts solely because of membership.
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§617.0605
Membership is generally not transferable unless the articles or bylaws allow it.
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§617.0606
Members may resign as provided by the articles or bylaws.
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§617.0607
Termination, expulsion, or suspension must follow a fair and reasonable procedure with notice and an opportunity to be heard.
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§617.0701
Annual member meetings are required. Member action may be by written consent if allowed.
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§617.0721
Unless otherwise provided, each member is entitled to one vote on each matter.
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§617.0725
Unless otherwise provided, 10 percent of members entitled to vote is a quorum.
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§617.07401
A member may sue derivatively only after written demand on the corporation.
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§617.0801
All corporate powers are exercised by or under the authority of the board.
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§617.0802
Director qualifications are set by the articles or bylaws.
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§617.0803
The board must consist of three or more individuals.
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§617.0806
Directors may be divided into classes with staggered terms if the bylaws so provide.
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§617.0807
A director may resign at any time by delivering written notice.
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§617.0808
Directors may be removed with or without cause by the members.
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§617.0809
Vacancies may be filled by the board or by the members.
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§617.0820
Board meetings may be held by telephone or electronic means.
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§617.0821
Board action may be taken by written consent signed by all directors entitled to vote.
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§617.0822
Regular meetings may be held without notice. Special meetings require at least two days notice.
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§617.0823
A director may waive notice. Attendance waives notice unless the director objects at the start.
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§617.0824
A majority of directors in office is a quorum unless otherwise set.
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§617.0825
The board may create board committees and advisory committees that include non-directors.
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§617.0830
Directors must act in good faith and with the care of an ordinarily prudent person.
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§617.0831
A nonprofit may indemnify directors, officers, employees, and agents.
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§617.0832
A conflict transaction is not voidable solely because of the conflict if disclosed and approved by disinterested directors.
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§617.0833
Generally bars loans to directors or officers, with limited exceptions.
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§617.0834
Uncompensated volunteer officers and directors are immune from civil liability for simple negligence, but not for gross negligence or willful misconduct.
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§617.0840
Officers are described in the bylaws or appointed by the board.
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§617.0841
Officers must act in good faith and with care of an ordinarily prudent person.
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§617.0842
An officer may resign by written notice. The board may remove an officer at any time.
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§617.1001
A corporation may amend its articles of incorporation as provided in the chapter.
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§617.1002
Amendments are proposed by the board and approved by the members, then filed.
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§617.1402
A nonprofit may dissolve voluntarily by board proposal and member approval.
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§617.1403
Once approved, the corporation files articles of dissolution with the Department of State.
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§617.1405
A dissolved corporation continues to exist only to wind up its affairs.
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§617.1406
Remaining assets distributed: first to creditors, then per the articles.
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§617.1420
The Department of State may administratively dissolve a corporation for failure to file annual reports.
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§617.1421
Sets notice and process for administrative dissolution and its effect.
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§617.1422
A dissolved nonprofit may apply for reinstatement within five years.
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§617.1601
Requires keeping specified records, including minutes, bylaws, articles, member lists, and accounting.
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§617.1602
A member may inspect and copy specified records during business hours on five business days notice.
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§617.1603
Inspection may be by agent or attorney. Reasonable charge for copies.
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§617.1604
If inspection is refused, the court may order it and award expenses.
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§617.1605
On written request, a member receives the latest annual financial statement.
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§617.1622
Every domestic nonprofit must file an annual report each year between January 1 and May 1.
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§617.1623
Corporate information filed with the Department of State is available to the public.
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§617.2102
A nonprofit may impose fines or penalties only if authorized by the articles or bylaws and following a fair procedure.
Frequently asked about Chapter 617
- What is Florida Chapter 617?
- Florida Chapter 617 — the Corporations Not for Profit — is the body of law that governs how every Florida nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Chapter 617?
- Chapter 617 contains 60 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at flsenate.gov.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a Florida-licensed attorney.
- How often does Florida Chapter 617 change?
- The Florida Legislature can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Chapter 617 for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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