Page 47 - Akerman | 2016 Guide to Doing Business in Florida

subordinate to and subject to the authority of any head or national association; and (10) any
provision that is required or may be set forth in the Bylaws of the nonprofit corporation. The
Articles of Incorporation must be in writing in English and be executed by the incorporator. The
Articles may, but need not contain the corporate seal, an attestation by the secretary or
assistant secretary, or an acknowledgement, verification or proof. The Articles of Incorporation
must be delivered to the Florida Department of State in Tallahassee, Florida.

A nonprofit corporation may, but is not required to, have members.

3.6.4 Management and Control
Once the nonprofit corporation has been established, the initial board of directors must meet (in
person/by consent) to ratify the acts in connection with the initial formation of the nonprofit
corporation and adopt Bylaws which set forth the rules and procedures governing the decision-
making process of the board of directors and the general operation and management of the
nonprofit corporation consistent with the applicable statutes of the State of Florida and the
Articles of Incorporation. If the initial directors are not named in the Articles of Incorporation, the
incorporators must hold an organizational meeting at the call of a majority of the incorporators to
elect directors and complete the organization of the nonprofit corporation.

Typically, the Bylaws of a nonprofit corporation contain provisions governing member, director
and officer qualifications, powers, and duties; voting; filling of vacancies; meetings; property
holding and transfer; indemnification of directors and officers; committees; bank accounts;
fiscal year audits and financial reports; conflicts of interest; and amendment and dissolution
procedures.

The power to alter, amend, or repeal the Bylaws or adopt new Bylaws is vested in the board of
directors unless otherwise provided in the Articles of Incorporation or the Bylaws.
3.6.5 Liability of Members, Directors and Officers

A nonprofit corporation may, but is not required to, have members. A member of a Florida
nonprofit corporation is not, as such, personally liable for any act, debt, liability or obligation of
the nonprofit corporation, however, a member may become liable for dues, assessments, or
fees, as provided by law.

Directors and officers who are a party to any proceeding (other than an action by, or in the right
of the nonprofit corporation) may be indemnified by a Florida nonprofit corporation by reason of
the fact that such person was serving as a director or officer of the nonprofit corporation
against liability in connection with such proceeding, including any appeal therefrom, if such
person acted in good faith and in a manner they believed to be in, or not opposed to, the best
interests of the nonprofit corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that their conduct was unlawful.

Section 617.0834 of the Florida Not For Profit Corporation Act grants immunity from civil liability
to officers and directors of nonprofit corporations organized under § 501(c)(3), 501(c)(4) or
501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), or of an agricultural
or a horticultural organization recognized under § 501(c)(5) of the Code, for any statement,
vote, decision, or failure to take an action, regarding organizational management or policy by an
officer or director, unless: (a) the officer or director breached or failed to perform his or her
duties as an officer or director; and (b) the officer’s or director’s breach of, or failure to perform,

45