A Practical Approach to HB 797: Regulation Changes on Non-Profit Governance

HB 797: Regulation Changes on Non-Profit Governance

July/August 2026 Source Magazine

House Bill 797 represents a substantial rewrite of the law regulating non-profit entities within Florida, however realistically has a minimal effect on those already operating within the state. While there are certainly substantial changes regarding the foreign non-profits operating in and moving to Florida, the dissolution of existing non-profits, and the procedures related to lawsuits against non-profits and their directors and members, the practical effect on day-to-day operations is brief and largely centers around the interactions with the Florida Department of State, general operation requirements, and maintenance of records. In this Article we will briefly explore the practical changes imposed through these changes.

Interactions with the Department of State

Many of these changes deal with discrete aspects of certain filings, though admittedly, the Department of State will be modifying the annual report to include additional items for the 2027 filings.  Aside from that, all filings with the Department of State may now incorporate other facts or statements by reference, except when dealing with names and addresses, the document’s effective date, and any mandatory statement dealing with approval of the document.  In addition, the effective date can be designated in the documents itself but will default to the date the filing is accepted by the Department of State unless otherwise stated.

Additionally, the Department of State can now require officers, directors and fiduciaries of nonprofit organizations to respond to interrogatories issued by the Department of State in its enforcement capacity.

General Operation Requirements

The law has been expanded to include physical mail, email, and fax as valid forms of “written notice” for the purpose of notifying both members and directors of meetings.  In addition, unless specified in the articles of incorporation or bylaws, regular scheduled meetings of the board of directors do not require notice, and special meetings require only a two-day notice.

Regarding membership, the law now requires that permitted transfers of membership be contained in the articles of incorporation or bylaws, and that the member can now terminate their membership at any time, for any reason.  This stated, the termination of a membership does not obviate any amounts due to the organization prior to the termination.

As to directors, there is default statutory guidance requiring the disclosure of conflicts of interest prior to voting on matters.  Notably, if a transaction is otherwise fair, the mere existence of a conflict of interest does not create a colorable claim against the director. Finally, unless specified in the articles or bylaws, directors now have a default one-year term to be elected at the annual meeting of the organization.  Additionally, directors can be removed through judicial action for fraud or in the best interests of the organization.

Additionally, both officers and board members both have a statutorily defined duty to act in good faith and in the best interests of the organization. While reliance on the representation of other directors, officers, professional consultants, employees, and religious authorities (for religious based non-profits) is permitted, acting for personal gain in this role is not permitted unless in alignment with the goals of the organization and in the organization’s best interests.

Regarding voting, there is a new default for the calling of special meetings.  Namely, unless specified in the articles or bylaws, both directors and a block of members controlling at least 10% of the applicable votes necessary for an issue can call a special meeting.  Additionally, voting by proxy is now permitted unless specified in the bylaws or articles of incorporation, and remote voting as well as fully remote meetings are permitted if the organization has taken steps to verify membership, permit remote participation, and record the votes.

Finally, as applies to amending the articles of incorporation, if a member vote is required for the amendment, the board must first recommend the amendment to be voted on by the membership unless the articles state otherwise. Additionally, unless specified in the articles, a member vote is not required for amendments to extend the existence of the corporation (if time limited), delete the names and addresses of former directors or agents, delete historical provisions, change the corporate name to substitute specified abbreviations, or restate without change all operative provisions of the articles. Articles of amendment filed with the Department of State require the date of adoption, a statement related to the implementation related to any reclassification of membership (if applicable), a statement related to the approval process, and a statement if the amendment is being filed pursuant to Section 617.01201(10), Fla. Stat. if applicable (this deals largely with the incorporation of facts by reference).

Record Keeping

This represents perhaps the largest statutory change, as it requires all non-profit organizations to maintain the following records:

• 1. The current articles of incorporation;
  2. The current bylaws;
  3. 3 years of member meeting minutes and actions taken by members;
  4. 3 years of all communications to members;
  5. The most recent annual report delivered to the Department of State;
  6. A list of the names and business or home addresses of all directors and officers;
  7. 3 years of financial statements;
  8. Records related to all board of director meetings and actions; and
  9. A membership list with the names and addresses (which may be email addresses) of all current members.

Members generally have a right to inspect the records identified in items 1 through 6 of the list above with five days prior written notice, and may gain access to items 7 and 8 through a showing that they are acting with a proper purpose and upon agreement to reasonable restrictions related to the use of such items. Directors will generally have the right to access all of the organization’s records if shown to be acting within the scope of their duties and upon agreement to reasonable restrictions related to the use of such information.  Finally, membership lists are inherently confidential and may only be released through board action.

Please bear in mind that while generally applicable, certain circumstances may impose additional or different obligations on your organization.  It is highly recommended that you consult an attorney if any issues arise that cause confusion.

 
Mitchell J. Herring is an associate attorney with Sniffen & Harmon, P.A. He practices in areas of labor and employment law, insurance defense, and administrative law.  The Firm represents several statewide associations in a variety of transactional and litigation matters.  He received his undergraduate degree from Florida State University and his J.D. from the University of Florida, Levin College of Law.  He may be reached at mherring @sniffenlaw.com or (850) 205-1996.