Florida Articles of incorporation

Carol

Many Articles Of Incorporation are loaded with a statement like so and so will be done unless the Corporation Bylaws say otherwise.

This is especially true in states that take/want little control over corporations, such as here in SC. The SC Articles of Incorporation For Non Profit Corporations is loaded with unless the Corporation Bylaws say otherwise.. They are effectively useless against a set of Bylaws.

Carol,

Per davis-stirling.com's Hierarchy of Documents page that section would be part of civil code 4205.

However, per that same page, this doesn't take affect until January 1, 2014

Additionally, in reading CA Civil Code 4010 along with the davis stirling page cited, I become a little confused as to what is applicable and when it becomes applicable:

"4010. Nothing in the act that added this part shall be construed to invalidate a document prepared or action taken before January 1, 2014, if the document or action was proper under the law governing common interest developments at the time that the document was prepared or the action was taken. For the purposes of this section, "document" does not include a governing document."

"4150. "Governing documents" means the declaration and any other documents, such as bylaws, operating rules, articles of incorporation, or articles of association, which govern the operation of the common interest development or association."

You can see all of CA Civil code at http://www.leginfo.ca.gov

Tim

(assuming that you are interpreting the law and your documents correctly)

> I don't see where ore suit mediation would help. I am looking for what to do.

You can sue (expensive, uncertain, and time-consuming), try to elect different board members (will require lobbying your neighbors, and persuading them that this really matters) or move.

CarolE? CaroleS? I'm sorry to say that I neglected to notice that your subject is Florida.

Still, if Fl. state law says that the Articles take precedence, but your articles say that your bylaws do, IMO, your bylaws prevail. But I'm not an attorney, etc. So, again I'll ask: do your bylaws say that the board must be a certain number of directors?

OK I'm confused.

CarolE, from CA asked the question.
CaroleS, from FL says the previous amendment wasn't proper.

Are you two the same individual?

In laymen's terms.

In the hierarchy of documents, Articles Of Incorporation have a higher position/standing then say association Covenants/Bylaws. Reread, repeat, and learn. Documents 101.

Now that you passed Documents 101, we move to Documents 102. In some cases Documents 102 might contradict Documents 101 but that is part of the learning process.

Quite often Articles Of Incorporation will defer, acquiesce, concede, surrender, given in to, etc. to Covenants/Bylaws.

An example and one my association is dealing with right now.

SC Articles Of Incorporation say Proxy Voting is allowed, unless the Corporation Bylaws say other wise. Our Bylaws say Proxy Voting is not allowed.

In this case, SC Articles Of Incorporation defer, acquiesce, concede, surrender, given in to, etc. to our Covenants/Bylaws. Thus Proxy Voting is not allowed in our association.

Had our Bylaws been silent on the issue (as in no reference to Proxy Voting), the SC Articles Of Incorporation would rule.

What is so difficult about this? Unless shopping for a answer you want, it is real simple. If hoping for an answer you want, no one will ever be able to please you unless they agree with what you want to hear.

Do you still beat your wife? Yes or No.

Carol,

Looking at FL Statutes -

Per FL 617.0206, the Bylaws may contain anything that is not in conflict with the Articles of Incorporation. Therefore, as you pointed out, if there were a conflict, then the Articles would control.

FL 617.0803 only specifies that the number of Directors must be 3 or more.

Can you provide the language in your Articles of Incorporation and within your Bylaws that address the number of Directors?