Terms Used In Florida Statutes > Chapter 607 > Part III - Benefit 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.
• 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 corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a benefit corporation has not been terminated. See Florida Statutes 607.602
• Benefit director: means :
  (a) The director designated as the benefit director of a benefit corporation under…. See Florida Statutes 607.602
• Benefit enforcement proceeding: means any claim or action for:
  (a) The failure of a benefit corporation to pursue or create general public benefit or a specific public benefit purpose set forth in its articles of incorporation; or
  (b) A violation of any obligation, duty, or standard of conduct under this part. See Florida Statutes 607.602
• Benefit officer: means the individual designated as the benefit officer of a benefit corporation under…. See Florida Statutes 607.602
• 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.
• 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
• 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.
• General public benefit: means a material, positive effect on society and the environment, taken as a whole, as assessed using a third-party standard which is attributable to the business and operations of a benefit corporation. See Florida Statutes 607.602
• Independent: means not having a material relationship with the benefit corporation or a subsidiary of the benefit corporation. See Florida Statutes 607.602
• 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.
• 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}
• Membership: means the rights of a member in a domestic or foreign nonprofit corporation. See Florida Statutes 607.01401
• 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 benefit corporation, whether by amendment of the articles of incorporation or by way of or pursuant to a merger, conversion, or share exchange; a benefit corporation whose articles of incorporation are to be amended pursuant to…. See Florida Statutes 607.602
• 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.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Party to a merger: means any domestic or foreign entity that will merge under a plan of merger. See Florida Statutes 607.01401
• Person: includes an individual and an entity. See Florida Statutes 607.01401
• 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
• 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
• Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
• 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
• Specific public benefit: includes , but is not limited to:
  (a) Providing low-income or underserved individuals or communities with beneficial products or services;
  (b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
  (c) Protecting or restoring the environment;
  (d) Improving human health;
  (e) Promoting the arts, sciences, or advancement of knowledge;
  (f) Increasing the flow of capital to entities that have as their stated purpose the provision of a benefit to society or the environment; and
  (g) Any other public benefit consistent with the purposes of the benefit corporation. See Florida Statutes 607.602
• Subsidiary: means , in relation to a person other than an individual, an entity in which a person owns beneficially or of record 50 percent or more of the outstanding equity interests. See Florida Statutes 607.602
• 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 provided in…. See Florida Statutes 607.602
• 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