Shareholder Minutes: Meeting Authorizing Dissolution
(FL Not-for-Profit Corporation)

Summary

These Member Minutes: Meeting Authorizing Dissolution may be used to document a meeting and resolution of the directors or a joint meeting of the members and directors to dissolve a Florida not-for-profit corporation. This template contains practical guidance and drafting notes. Members of a Florida not-for-profit corporation are not entitled to vote except to the extent such right is provided by the articles of incorporation or the bylaws. If a corporation has no members or its members do not have the right to vote, the directors shall then have sole voting power. Fla. Stat. § 617.0721. You should review the corporation’s articles and bylaws and ascertain whether the members are entitled to vote on dissolution. If the corporation has members entitled to vote on a resolution to dissolve, the board must adopt a resolution recommending dissolution and submit the matter to a vote at a meeting of members entitled to vote thereon, which can be at either an annual or special meeting. Fla. Stat. § 617.1402. if a vote by the membership is desired or required, written notice of the meeting should then be sent to all members entitled to vote on dissolution. Except as provided in the articles of incorporation or bylaws, special meetings of the members may be called by, among others, the corporation’s president, the chair of the board of directors, the board of directors, or officers or other persons as may be provided for in the articles of incorporation or bylaws. Additionally and unless the articles provide otherwise, any action required or permitted to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action having at least the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted. Such action must be supported by written consents describing the action taken, dated and signed by the approving members. See Fla. Stat. § 617.0701. For additional guidance, see Not-for-Profit Corporations (FL) and Dissolution Checklist (FL Corporation).