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for approval, or a statement that such a resolution was adopted by written consent and
executed in accordance with applicable law; and (c) if the nonprofit corporation has no
members or if its members are not entitled to vote on dissolution, a statement of such fact, the
date of the adoption of such resolution by the board of directors, the number of directors then
in office, and the vote for the resolution. A nonprofit corporation is dissolved upon the effective
date of its Articles of Dissolution.

3.6.7 Recordkeeping and State Reports

In accordance with § 617.1601 of the Florida Not For Profit Corporation Act, a nonprofit
corporation must keep copies of the following records: (a) its Articles of Incorporation or
restated Articles of Incorporation and all amendments to them currently in effect; (b) its Bylaws
or restated Bylaws and all amendments to them currently in effect; (c) the minutes of all
members’ meetings and records of all action taken by members without a meeting for the past
3 years; (d) written communications to all members generally or all members of a class within
the past 3 years, including the financial statements furnished for the past 3 years under §
617.1605 of the Florida Not For Profit Corporation Act; (e) a list of the names and business
street, or home if there is no business street, addresses of its current directors and officers;
and (f) its most recent annual report delivered to the Department of State under § 617.1622 of
the Florida Not For Profit Corporation Act.

Section 617.1622 of the Florida Not For Profit Corporation Act requires that each nonprofit
corporation organized or qualified to do business in Florida file an annual report. The annual
report must set forth: (a) the name of the nonprofit corporation and the state or country under
the law of which it is incorporated; (b) the date of incorporation or, if a foreign corporation, the
date on which it was admitted to conduct its affairs in the State of Florida; (c) the address of the
principal office and the mailing address of the nonprofit corporation; (d) the nonprofit
corporation’s federal employer identification number, if any, or, if none, whether one has been
applied for; (e) the names and business street addresses of its directors and principal officers;
(f) the street address of its registered office in the State of Florida and the name of its registered
agent at that office; and (g) such additional information as may be necessary or appropriate to
enable the Department of State to carry out the provisions of the Florida Not For Profit
Corporation Act. The deposit of such report, on or before May 1, in the United States mail in a
sealed envelope, properly addressed with postage prepaid, constitutes compliance with the
foregoing provisions.

For more information on filing annual reports in Florida, see Chapter 2 of this Guide [General
Regulation of Business in Florida].

3.6.8 Insurance
Nearly every type of activity by a nonprofit corporation can become the target of some kind of a
claim by a firm or an individual that alleges damage or injury by the nonprofit corporation or
individuals responsible for it (i.e., directors, officers or employees). Even if the claim is without
merit, the costs of defending against the claim can be very substantial. To encourage qualified
individuals to accept positions as directors and officers, many nonprofit corporations purchase
insurance to cover director and officer (D&O) liability. In addition, most responsible nonprofit
corporations purchase a basic comprehensive general liability policy that covers liability for
accidents in the nonprofit corporation’s offices, at sponsored meetings and the like. Liability
insurance for nonprofit corporations is often a very complicated matter. Consultation with an

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