Florida has significantly overhauled the laws governing nonprofit corporations in the state.
CS/CS/HB 797 comprehensively revised Chapter 617 of the Florida Statutes, now called the Florida Nonprofit Corporation Act. The legislation became Chapter 2026-168 and took effect on July 1, 2026.
The revised law modernizes Florida’s nonprofit framework, incorporates updates from the Model Nonprofit Corporation Act, and more closely aligns Chapter 617 with the Florida Business Corporation Act. It affects nonprofit formation, filings, membership rights, board governance, meetings, liability, conflicts of interest, mergers, dissolution, and other important corporate matters.
While not every change requires immediate action, Florida nonprofit corporations should review their governing documents and internal procedures to determine whether updates may be appropriate.
Why Did Florida Rewrite Chapter 617?
Before HB 797, portions of Chapter 617 no longer reflected modern corporate practices or the ways nonprofit organizations currently conduct business.
The new law updates the terminology and structure of the Act while introducing more detailed rules for nonprofit governance. One of the first visible changes is its name: the Florida Not For Profit Corporation Act is now the Florida Nonprofit Corporation Act.
According to the Florida Senate’s official bill summary, the revisions incorporate updates from the Model Nonprofit Corporation Act and harmonize Florida’s nonprofit law with the Florida Business Corporation Act.
When Did the New Florida Nonprofit Corporation Act Take Effect?
The revised Chapter 617 took effect on July 1, 2026.
HB 797 passed unanimously in both chambers of the Florida Legislature, with a 114-0 vote in the House and a 36-0 vote in the Senate. The governor approved the bill on June 25, 2026, and it became Chapter 2026-168.
SB 554 addressed the same subject but was laid on the table after HB 797 passed.
What Changed for Florida Nonprofit Boards?
The revised law includes several changes affecting board structure, director responsibilities, meetings, vacancies, removal procedures, and standards of conduct.
Number of Directors
Under the revised law, a nonprofit corporation may generally have one or more directors. However, a nonprofit organization recognized under Section 501(c)(3) of the Internal Revenue Code must continue to have at least three directors.
Previously, Florida law generally required nonprofit corporations to have at least three directors.
Director Standards of Conduct
The revised Chapter 617 modernizes the standards that apply when directors carry out their responsibilities.
Directors must:
- Act in good faith;
- Act in a manner they reasonably believe to be in the corporation’s best interests; and
- Exercise the care that an ordinarily prudent person in a similar position would consider appropriate under comparable circumstances.
The law also addresses when directors may rely on information provided by officers, employees, attorneys, accountants, committees, and other professionals they reasonably believe to be competent and reliable.
Officer Standards of Conduct
The Act now establishes separate standards of conduct for nonprofit officers.
Officers must act in good faith, use appropriate care, and act in the corporation’s best interests. The revised law also addresses an officer’s responsibility to report material information, including known or probable legal violations, to a superior officer or the board.
How Did Director and Officer Liability Protections Change?
The revised law expands certain protections against personal liability.
Previously, broad statutory liability protections applied to directors and unpaid officers of nonprofit corporations falling within specified federal tax-exempt categories. The new law extends those protections to directors and unpaid officers of all nonprofit corporations governed by Chapter 617.
These protections are not absolute. Personal liability may still arise in circumstances involving matters such as:
- Certain criminal violations;
- Improper personal benefits;
- Conscious disregard for the corporation’s best interests;
- Willful misconduct;
- Recklessness;
- Bad faith;
- Malicious purposes; or
- Wanton and willful disregard of human rights, safety, or property.
Nonprofit corporations should consider reviewing their bylaws, indemnification provisions, and directors and officers insurance coverage in light of the revised liability framework.
What Changed for Nonprofit Members?
Chapter 617 now contains more detailed rules governing members, membership interests, meetings, voting, proxies, and membership termination.
Membership Rights and Obligations
The revised law generally provides that members within the same membership class have equal rights and obligations unless the articles of incorporation or bylaws establish otherwise.
The board may admit members for consideration, establish payment terms, and impose fines or penalties when authorized by the organization’s governing documents. A nonprofit corporation cannot be a member of itself.
Membership Transfers and Purchases
A membership or a right arising from membership generally cannot be transferred unless the articles of incorporation or bylaws permit the transfer.
The law also permits certain nonprofit corporations to purchase membership interests when authorized by their governing documents. However, a Section 501(c)(3) organization may not purchase its members’ membership interests.
Additional rules apply when a corporation purchases the membership interest of a member who resigns or whose membership is terminated.
Can Florida Nonprofits Hold Remote Member Meetings?
The new Chapter 617 expressly authorizes members to participate in meetings remotely unless the articles of incorporation, bylaws, or members require a meeting to be held at a specific physical location.
A member participating remotely may be considered present if the corporation uses reasonable measures to:
- Verify that each remote participant is a member or the member’s proxy; and
- Allow remote participants to participate in the meeting and vote on matters presented to the members.
This change may provide greater flexibility for nonprofits that already conduct virtual or hybrid meetings. Organizations should still review their bylaws to determine whether their existing meeting rules are consistent with the revised law.
How Did Proxy Voting and Special Meetings Change?
The revised law permits members to appoint proxies through an electronic signature or electronic transmission.
It also changes the default threshold for calling a special membership meeting. Unless the articles of incorporation or bylaws establish a different requirement, members holding at least 10% of the voting power may call a special meeting. The previous default threshold was 5%.
The law also provides updated procedures for member action without a meeting.
How Does the New Law Address Electronic Notices?
Written notices may now be communicated through methods that include:
- Mail;
- Email;
- Facsimile; or
- Other forms of electronic transmission.
Nonprofit organizations should compare these updated options with the notice requirements contained in their articles of incorporation and bylaws.
What Are the New Conflict-of-Interest Rules?
The revised law introduces the term “qualified director” for decisions involving conflict-of-interest transactions, derivative proceedings, and certain indemnification matters.
A qualified director generally does not have a material interest in the matter or a material relationship that could impair the director’s independent judgment.
A conflict-of-interest transaction is not automatically void or voidable when it is fair to the corporation at the time it is authorized. The approval process and the disclosure of material facts can affect which party bears the burden of proving whether the transaction is valid.
These changes make several governance practices particularly important:
- Maintaining an effective conflict-of-interest policy;
- Fully disclosing potential conflicts;
- Using disinterested directors when appropriate;
- Documenting the decision-making process; and
- Creating detailed board minutes for significant transactions.
What Changed for Nonprofit Corporate Records?
Chapter 617 now updates a nonprofit corporation’s duties to maintain records and provide access to them.
The revised provisions address the records a corporation must keep, the circumstances under which members may inspect those records, and the procedures that apply when an inspection is requested.
Because corporate records can become important in disputes involving members, directors, finances, elections, or organizational decisions, nonprofits should review their recordkeeping and document-retention procedures.
How Did Filing Requirements Change?
The new law modifies the processes for filing, correcting, and withdrawing corporate documents. It also updates procedures involving:
- Articles of incorporation;
- Amendments to articles of incorporation;
- Registered agents and registered offices;
- Corporate names;
- Foreign nonprofit corporations; and
- Department of State filings.
A nonprofit may amend its articles to add, change, or delete provisions that are legally permitted on the amendment’s effective date.
When members are entitled to vote, an amendment generally must first be adopted by the board and then approved by the members. If no members are entitled to vote, the amendment may generally be approved by a majority of the directors then in office.
What Changed for Mergers, Conversions, and Domestications?
HB 797 substantially updates the processes governing major nonprofit transactions.
Mergers
The revised law allows one or more domestic nonprofit corporations to merge with other eligible domestic or foreign entities through a plan of merger.
When members have voting rights, the board generally must adopt the plan before submitting it to the members for approval. Special protections apply to property held for charitable purposes.
Conversions
The law creates new procedures that allow a domestic nonprofit corporation to convert into another eligible entity and allow certain other entities to convert into a Florida nonprofit corporation.
However, a domestic corporation holding property for a charitable purpose generally cannot convert into another type of entity.
Domestications
The law also creates procedures through which a Florida nonprofit corporation may become incorporated in another jurisdiction or a foreign nonprofit corporation may domesticate in Florida.
These transactions require careful attention to board approval, membership voting rights, governing documents, and the protection of charitable assets.
How Did Dissolution Procedures Change?
The revised Act modernizes voluntary, administrative, and judicial dissolution procedures.
A court may order judicial dissolution under specified circumstances, including certain cases involving:
- Director deadlock;
- Illegal conduct;
- Waste or misapplication of corporate assets;
- An inability to assemble a quorum; or
- Other grounds established by the statute.
The law also creates a provisional-director remedy. In qualifying cases, a court may appoint a provisional director with the rights and powers of an elected director to address deadlock or other circumstances that could support dissolution.
New procedures also address claims against dissolved corporations and potential protections for directors when the statutory claim-disposition requirements have been followed.
What Should Florida Nonprofit Corporations Do Now?
Although the new law does not necessarily require every nonprofit to amend its documents immediately, organizations should consider reviewing:
- Articles of incorporation for provisions affected by the new Act;
- Bylaws governing members, meetings, voting, notices, directors, and officers;
- Conflict-of-interest policies and approval procedures;
- Board meeting and minute-taking practices;
- Remote-meeting and electronic-notice procedures;
- Corporate recordkeeping and inspection-request procedures;
- Indemnification provisions and D&O insurance coverage; and
- Policies protecting charitable assets and restricting distributions.
A review can help the organization determine whether its current documents remain legally compliant, whether existing provisions override new statutory defaults, and whether the nonprofit wants to adopt any of the flexibility now available under Chapter 617.
Does Your Florida Nonprofit Need to Update Its Bylaws?
Florida’s revised Nonprofit Corporation Act affects nearly every stage of a nonprofit corporation’s existence, from formation and routine governance to mergers and dissolution.
Boards, officers, and executive directors should understand how the changes may affect their organization and whether its articles, bylaws, policies, or operating procedures should be updated.
The Orlando Law Group can assist Florida nonprofit corporations with reviewing governing documents, addressing compliance concerns, and navigating the requirements of the revised Chapter 617. Contact our office to discuss your organization’s needs.
This blog is for informational purposes only and does not constitute legal advice. Reading this blog does not create an attorney-client relationship.
Last Updated on August 3, 2026 by The Orlando Law Group
