Page 48 - Akerman | 2016 Guide to Doing Business in Florida

his or her duties constitutes: (i) a violation of the criminal law, unless the officer or director had
reasonable cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful. A judgment or other final adjudication against an officer
or director in any criminal proceeding for violation of the criminal law estops that officer or
director from contesting the fact that his or her breach, or failure to perform, constitutes a
violation of the criminal law, but does not estop the officer or director from establishing that he
or she had reasonable cause to believe that his or her conduct was lawful or had no
reasonable cause to believe that his or her conduct was unlawful; (ii) a transaction from which
the officer or director derived an improper personal benefit, directly or indirectly; or (iii)
recklessness or an act or omission that was committed in bad faith or with malicious purpose
or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

3.6.6 Mergers, Acquisitions and Dissolution

Section 617.1102 of the Florida Not For Profit Corporation Act provides that a nonprofit
corporation organized under the laws of the State of Florida may merge with one or more other
business entities only if the surviving entity of such merger is a nonprofit corporation or other
business entity that has been organized as a not-for-profit entity under a governing statute or
other applicable law that allows such a merger.

Sections 617.1402 and 617.1403 of the Florida Not For Profit Corporation Act governs the
dissolution of Florida nonprofit corporations. Section 617.1402 provides that a nonprofit
corporation desiring to dissolve and wind up its affairs must adopt a resolution to dissolve as
follows:
a. If the nonprofit corporation has members. If the nonprofit corporation has
members entitled to vote on a resolution to dissolve, and unless the board of
directors determines that because of a conflict of interest or other substantial
reason it should not make any recommendation, the board of directors must
adopt a resolution recommending that the nonprofit corporation be dissolved
and directing that the question of such dissolution be submitted to a vote at a
meeting of members entitled to vote thereon, which may be either an annual
or special meeting. Written notice stating that the purpose, or one of the
purposes, of such meeting is to consider the advisability of dissolving the
nonprofit corporation must be given to each member entitled to vote at such
meeting in accordance with the Articles of Incorporation or the Bylaws. A
resolution to dissolve the nonprofit corporation shall be adopted upon
receiving at least a majority of the votes which members present at such
meeting or represented by proxy are entitled to cast.

b. If the nonprofit corporation has no members. If the nonprofit corporation has
no members or if its members are not entitled to vote on a resolution to
dissolve, the dissolution of the nonprofit corporation may be authorized at a
meeting of the board of directors by a majority vote of the directors then in
office.

At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering
Articles of Dissolution to the Department of State for filing, which Articles of Dissolution must set
forth: (a) the name of the nonprofit corporation; (b) if the nonprofit corporation has members
entitled to vote on dissolution, the date of the meeting of members at which the resolution to
dissolve was adopted, a statement that the number of votes cast for dissolution was sufficient

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