617.0601

Members, generally.

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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) The articles of incorporation or bylaws of any corporation not for profit that maintains chapters or affiliates may grant representatives of such chapters or affiliates the right to vote in conjunction with the board of directors of the corporation notwithstanding applicable quorum or voting requirements of this chapter if the corporation is registered with the Department of Agriculture and Consumer Services pursuant to ss. 496.401-496.424, the Solicitation of Contributions Act.

(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. However, members of any corporation existing on July 1, 1991, shall 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 book 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 shall be recorded in the membership book. 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) Subsections (1), (2), (3), and (4) do not apply to a corporation that is an association as defined in s. 720.301.

(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, no such property owner shall be denied membership, provided that such property owner once admitted to membership, shall comply with the terms and conditions of membership. 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.

History.—s. 34, ch. 90-179; s. 4, ch. 95-211; s. 48, ch. 95-274; s. 2, ch. 99-382; s. 52, ch. 2000-258; s. 16, ch. 2009-205; s. 146, ch. 2014-17.

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 2001–2026 · leading case: Lee v. Harbour Preservation, LLC.

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Lee v. Harbour Preservation, LLC. (2001) fladistctapp · cites it 2× “The club By-laws provide that the Board has the authority to issue proprietary memberships which may be vacated by resignation. The Articles of Reincorporation provide that when a member resigns she shall thereafter have no interest of any kind in the corporation.”

THE NAKED LADY RANCH, INC. v. MICHAEL WYCOKI, JR. (2019) fladistctapp · cites it 2× “(2015); § 617.0601(7), Fla. Stat. (2015) (“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…”

Raffinan v. Philippine Cultural Foundation, Inc. (2002) fladistctapp · cites it 4× “§ 617.0601(1)(a), Fla. Stat. (2001). The same was true at the time the Foundation filed its articles of incorporation in 1995.”

Sports Enterprises Inc v. Marvin Goldklang (2026) ca3 “” Fla. Stat. § 617.0601 (1)(a). Like owning stock in a for-profit corporation, being a member carries with it a set of rights and obligations set out by the non-profit’s articles of incorporation and 6 bylaws.”

— 617.0601(1)(a) — 1 case

Raffinan v. Philippine Cultural Foundation, Inc. (2002) fladistctapp “§ 617.0601(1)(a), Fla. Stat. (2001). The same was true at the time the Foundation filed its articles of incorporation in 1995.”

— 617.0601(7) — 1 case

THE NAKED LADY RANCH, INC. v. MICHAEL WYCOKI, JR. (2019) fladistctapp “(2015); § 617.0601(7), Fla. Stat. (2015) (“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…”

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