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Florida Statute 617.1202 | Lawyer Caselaw & Research
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The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 617
CORPORATIONS NOT FOR PROFIT
View Entire Chapter
F.S. 617.1202
617.1202 Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval.A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation, in all cases other than those not requiring member approval as specified in s. 617.1201, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds, or other securities of any corporation or corporations for profit, domestic or foreign, and must be authorized in the following manner:
(1) If the corporation has members entitled to vote on the sale, lease, exchange, or other disposition of corporate property, the board of directors must adopt a resolution approving such sale, lease, exchange, or other disposition, and directing that it 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 sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws. At such meeting, the members may authorize such sale, lease, exchange, or other disposition and may approve or fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization requires at least a majority of the votes which members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors may, in its discretion, abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating to such sale, lease, exchange, or other disposition, without further action or approval by members.
(2) If the corporation has no members or if its members are not entitled to vote thereon, a sale, lease, exchange, or other disposition of all or substantially all the property and assets of a corporation may be authorized by a majority vote of the directors then in office.
History.s. 75, ch. 90-179.

F.S. 617.1202 on Google Scholar

F.S. 617.1202 on Casetext

Amendments to 617.1202


Arrestable Offenses / Crimes under Fla. Stat. 617.1202
Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 617.1202.



Annotations, Discussions, Cases:

Cases Citing Statute 617.1202

Total Results: 1

Lensa Corp. v. Poinciana Gardens Ass'n, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 2000-08-23T00:53:00-07:00

Citation: 765 So. 2d 296

Snippet: the association's bylaws, as well as section 617.1202, Florida Statutes), and at no time did either …#39;s assets is strictly controlled by section 617.1202, which provides, in pertinent part: A sale, lease…majority vote of the directors then in office. § 617.1202, Fla. Stat. (1995). Association's bylaws do… property and assets of the corporation. See § 617.1202(2), Fla. Stat. Here, a majority vote of the directors…indicate that Association complied with section 617.1202 or the bylaws before executing the agreement.