Florida § 617.0601 - Members, generally.

§ 617.0601. Members, generally.

(1)(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the qualifications and rights of the members of each class, any quorum and voting requirements for meetings and activities of the members, and notice requirements sufficient to provide notice of meetings and activities of the members must be set forth in the articles of incorporation or in the bylaws. (b) For any nonprofit corporation that does not have members, or does not have members entitled to vote on a matter, any law requiring notice to, the presence of, or the vote, consent, or other action by members of the corporation in connection with such matter is satisfied by notice to, the presence of, or the vote, consent, or other action by the board of directors of the nonprofit corporation. (c) This subsection does not apply to any condominium association organized under chapter 718. (2) A corporation may issue certificates of membership. Stock certificates issued under former s. 617.011(2), Florida Statutes (1989), constitute certificates of membership for purposes of this section. (3) Corporation members have no voting or other rights except as provided in the articles of incorporation or bylaws, and each member has the same rights and obligations as every other member except as provided in the articles of incorporation or bylaws. However, members of any corporation existing on July 1, 1991, continue to have the same voting and other rights as before such date until changed by amendment of the articles of incorporation or bylaws. (4) A corporation shall keep a membership list containing, in alphabetical order, the name and address of each member. The corporation shall also keep records in accordance with s. 617.1601. (5) A resignation, expulsion, suspension, or termination of membership pursuant to s. 617.0606 or s. 617.0607 must be recorded in the membership list. Unless otherwise provided in the articles of incorporation or the bylaws, all the rights and privileges of a member cease on termination of membership. (6) Except as provided in the articles of incorporation or the bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board of directors. The consideration may take any form, including, but not limited to, promissory notes, intangible property, or past or future services. Payment of such consideration may be made at such times and upon such terms as are set forth in or authorized by the articles of incorporation, bylaws, or action of the board of directors. (7) Where the articles of incorporation expressly limit membership in the corporation to property owners within specific measurable geographic boundaries and where the corporation has been formed for the benefit of all of those property owners, such property owner may not be denied membership, provided that such property owner once admitted to membership complies with the terms and conditions of membership which may provide for termination of membership upon ceasing to be a property owner. Any bylaws, rules, or other regulations to the contrary are deemed void and any persons excluded from membership by such bylaws, rules, or other regulations are deemed members with full rights, including the right, by the majority, or as otherwise provided in the articles of incorporation, to call for a meeting of the membership. (8) A corporation may not be a member of itself or exercise the rights of a member with respect to itself. Upon a corporation’s purchase of its own membership interest in accordance with s. 617.0608, the membership interest is canceled. (9) Subsections (1)-(4) do not apply to a corporation that is an association as defined in s. 720.301.