Terms Used In Florida Statutes > Chapter 607 > Part II - Social Purpose Corporations

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• Benefit director: means :
  (a) The director designated as the benefit director of a social purpose corporation under…. See Florida Statutes 607.502
• Benefit enforcement proceeding: means a claim or action for:
  (a) The failure of a social purpose corporation to pursue or create a public benefit or a specific public benefit established in its articles of incorporation; or
  (b) A violation of any obligation, duty, or standard of conduct under this part. See Florida Statutes 607.502
• Benefit officer: means the individual designated as the benefit officer of a social purpose corporation under…. See Florida Statutes 607.502
• Board: means the Board of Clinical Social Work, Marriage and Family Therapy, and Mental Health Counseling. See Florida Statutes 491.003
• Clinical social worker: means a person licensed under this chapter to practice clinical social work. See Florida Statutes 491.003
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Conversion: means a transaction pursuant to ss. See Florida Statutes 607.01401
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized under…. See Florida Statutes 607.01401
• Department: means the Department of Health. See Florida Statutes 491.003
• Distribution: means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See Florida Statutes 607.01401
• Domestic: means , with respect to an entity, an entity governed as to its internal affairs by the laws of this state. See Florida Statutes 607.01401
• Domestication: means a transaction pursuant to ss. See Florida Statutes 607.01401
• Employee: includes an officer but not a director. See Florida Statutes 607.01401
• Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Ex officio: Literally, by virtue of one's office.
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Independent: means not having a material relationship with the social purpose corporation or a subsidiary of the social purpose corporation. See Florida Statutes 607.502
• Individual: includes the estate of an incompetent or deceased individual. See Florida Statutes 607.01401
• Interest: means :
  (a) A share in a corporation for profit;
  (b) A membership in a nonprofit corporation;
  (c) A partnership interest in a general partnership, including a limited liability partnership;
  (d) A partnership interest in a limited partnership, including a limited liability limited partnership;
  (e) A membership interest in a limited liability company;
  (f) A share or beneficial interest in a real estate investment trust;
  (g) A member's interest in a limited cooperative association;
  (h) A beneficial interest in a statutory trust, business trust, or common law business trust; or
  (i) A governance interest or distributional interest in another entity. See Florida Statutes 607.01401
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Jurisprudence: The study of law and the structure of the legal system.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Licensed professional counselor: means a clinical social worker, marriage and family therapist, or mental health counselor authorized to provide services under…. See Florida Statutes 491.003
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Marriage and family therapist: means a person licensed under this chapter to practice marriage and family therapy. See Florida Statutes 491.003
• Membership: means the rights of a member in a domestic or foreign nonprofit corporation. See Florida Statutes 607.01401
• Mental health counselor: means a person licensed under this chapter to practice mental health counseling. See Florida Statutes 491.003
• Merger: means a transaction pursuant to…. See Florida Statutes 607.01401
• Minimum status vote: means :
  (a) In the case of a corporation that is to become a social purpose corporation, whether by amendment of the articles of incorporation or by way of or pursuant to a merger, conversion, or share exchange; a social purpose corporation whose articles of incorporation are to be amended pursuant to…. See Florida Statutes 607.502
• minor: includes any person who has not attained the age of 18 years. See Florida Statutes 1.01
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
• Person: includes an individual and an entity. See Florida Statutes 607.01401
• Principal office: means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located as designated in the articles of incorporation or other initial filing until an annual report has been filed, and thereafter as designated in the annual report. See Florida Statutes 607.01401
• Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
• Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Provisional clinical social worker licensee: means a person provisionally licensed under this chapter to provide clinical social work services under supervision. See Florida Statutes 491.003
• Provisional marriage and family therapist licensee: means a person provisionally licensed under this chapter to provide marriage and family therapy services under supervision. See Florida Statutes 491.003
• Provisional mental health counselor licensee: means a person provisionally licensed under this chapter to provide mental health counseling services under supervision. See Florida Statutes 491.003
• Psychotherapist: means a clinical social worker, marriage and family therapist, or mental health counselor licensed pursuant to this chapter. See Florida Statutes 491.003
• Public benefit: means a positive effect, or the minimization of negative effects, taken as a whole, on the environment or on one or more categories of persons or entities, other than shareholders in their capacity as shareholders, of an artistic, charitable, economic, educational, cultural, literary, religious, social, ecological, or scientific nature, from the business and operations of a social purpose corporation. See Florida Statutes 607.502
• Registered clinical social worker intern: means a person registered under this chapter who is completing the postgraduate clinical social work experience requirement specified in…. See Florida Statutes 491.003
• Registered marriage and family therapist intern: means a person registered under this chapter who is completing the post-master's clinical experience requirement specified in…. See Florida Statutes 491.003
• Registered mental health counselor intern: means a person registered under this chapter who is completing the post-master's clinical experience requirement specified in…. See Florida Statutes 491.003
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• Share exchange: means a transaction pursuant to…. See Florida Statutes 607.01401
• Shareholder: means a record shareholder. See Florida Statutes 607.01401
• Shares: means the units into which the proprietary interests in a corporation are divided. See Florida Statutes 607.01401
• Social purpose corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a social purpose corporation has not been terminated. See Florida Statutes 607.502
• Social worker: means a person who has a bachelor's, master's, or doctoral degree in social work. See Florida Statutes 491.003
• Specific public benefit: means a benefit identified as a purpose of the social purpose corporation which is set forth in the articles of incorporation and is consistent with a public benefit. See Florida Statutes 607.502
• Statute: A law passed by a legislature.
• Subsidiary: means , in relation to a person other than an individual, an entity in which the person owns beneficially or of record 50 percent or more of the outstanding equity interests. See Florida Statutes 607.502
• Testify: Answer questions in court.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Third-party standard: means a recognized standard for defining, reporting, and assessing the societal and environmental performance of a business which is:
  (a) Comprehensive, because it assesses the effect of the business and its operations upon the interests listed in…. See Florida Statutes 607.502
• treat: as used in this chapter , when considered in isolation or in conjunction with the rules of the board, may not be construed to permit the performance of any act which clinical social workers are not educated and trained to perform, including, but not limited to, admitting persons to hospitals for treatment of the foregoing conditions, treating persons in hospitals without medical supervision, prescribing medicinal drugs as defined in chapter 465, authorizing clinical laboratory procedures, or radiological procedures, or use of electroconvulsive therapy. See Florida Statutes 491.003
• Venue: The geographical location in which a case is tried.
• Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Florida Statutes 607.01401
• writing: includes handwriting, printing, typewriting, and all other methods and means of forming letters and characters upon paper, stone, wood, or other materials. See Florida Statutes 1.01