it - fall.fsulawrc.com · 615.13 right to amend act reserved by state.-the right to amend, alter,...

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the secretary of state shall be evidence of the contents of said charter in all actions and proceedings.

Hlstory.-§4, ch. 7387, 1917; RGS 4484; CGL 6448.

615.05 Not to transact business until charter recorded and certain amount of capital stock subscribed and paid in.-No such corporation shall transact any business until it shall have had said letters patent or a certified copy thereof with a certified copy of said charter recorded in the office of the clerk of the circuit court for the county wherein the principal place of business is located, and shall file with the secretary of state and with the clerk of the circuit court duplicate affidavits by its treasurer that 'twentyfive thousand dollars of its capital stock has been duly subscribed and has been paid for in cash.


615.06 Management until directors elected; board of directors; executive committee.-Until the directors are elected, the signers of the charter shall have the direction of the affairs and organization of said corporation, and shall take such steps as are proper to obtain subscriptions to the corporate stock and complete the organization of the corporation. The business of every corporation organized under this chapter shall be managed by a board of not less than three directors, who shall be elected by the stockholders and shall hold office until their successors are respectively elected and qualified. The number of the directors shall be fixed by the charter, but may be changed, increased or diminished at any time by the stockholders, and there shall be no restriction on the number of directors, except that there shall never be less than three directors. The board of directors may by resolution designate three or more of their number to constitute an executive committee, who, to the extent provided in such resolution or by-laws of the company, shall have and exercise the powers of the board of directors in the conduct and management of the business and affairs of the corporation, and shall have the power to authorize the seal of the company to be affixed to all papers requiring it. The charter may provide that the directors may be divided into two or more classes, each class to hold office for such period as may be therein prescribed.

History.-§6, ch. 7387, 1917; RGS 4486; CGL 6450.

615.07 Other officers.- Every corporation organized under this chapter shall have a president, one or more vice-presidents, a secretary and a treasurer, who shall be chosen by the directors as and when the by-laws may direct. The by-laws of said corporation may provide for as many vice-presidents as may be desired. The corporation may have such other officers, agents or representatives as may be deemed necessary, who shall be chosen in such manner and hold their offices for such terms as may be prescribed by the

STATE FAIRS OR EXPOSITIONS §615.10

by-laws, or, in the absence of the by-laws, then by the board of directors. The failure to elect any officer of this corporation at the time prescribed by law or by the certificate of incorporation or by-laws shall not dissolve or affect the validity of the corporation. Any vacancy occurring in the office of any officer, by death, resignation, removal or otherwise, shall be filled as provided for in the by-laws, or, in the absence of such provision, by the directors. It shall not be necessary for the president, vice-president, secretary and treasurer or any of them to be members of the board of directors.


615.08 First meeting; notice; incorporators may waive notice.-The first meeting of the corporation shall be called by a notice signed by a majority of the subscribing incorporators, designating the time, place and purpose of the meeting. Such notice shall be published once a week for at least two weeks before such meeting in a newspaper published in the county where the corporation has its principal place of business, but said subscribing incorporators may waive such notice and in writing fix the time and place of such meeting without such publication.


615.09 Kind of stock; limitation on issuance of preferred stock; redemption; stockholders not personally liable.-Every corporation organized under this chapter may create two or more kinds of stock of such classes, with such designation, preferences or voting stated in the certificate of incorporation. The power to increase or decrease stock shall apply to all or any of such classes of stock. At no time shall the total amount of preferred stock exceed two-thirds of the actual paid-in capital. Such preferred stock may, if desired, be subject to redemption at not less than par at a time and price to be stated in such stock certificate. In no event shall the holders of any stock of any such corporation organized under this chapter, of whatever character or class, be personally liable for any of the debts of such corporation. All stock of every kind of any corporation organized under this chapter shall be issued for cash only.


615.10 Power to operate live stock, agricultural or other fairs.-Every corporation organized under this chapter shall have the power, in addition to the provisions contained in the charter thereof for the regulation of the business and conduct of the affairs of said corporation and creating, limiting, defining and regulating the powers of said corporations, to hold, conduct and operate state, live stock, agricultural, horticultural or other fairs or expositions at any or all times, or from time to time, and for that purpose to buy, lease, acquire and occupy lands, and to erect buildings and improvements of all kinds thereon, and to develop the same, and

§615.11 STATE FAIRS OR EXPOSITIONS

to sell, mortgage, lease or convey such property or any part thereof in its discretion from time to time; and to charge and receive compensation for admission to such fairs or expositions, and the sale or renting of space for exhibition or other privileges, and to conduct and hold public meetings, to supervise and conduct lectures and demonstration work in connection with or for the improvement of agriculture, horticulture and stock raising and all kinds of farming and matters connected therewith; to hold exhibits of agricultural and horticultural products, live stock, chickens and domestic animals and to give certificates or diplomas of excellence, and generally to do, perform and carry out all matters, acts and businesses usual or proper in connection with state or county fairs or expositions; but this enumeration of particular powers shall not be in derogation of or limit any special provision of the charter of such corporation inserted for the regulation of its business and the conduct of its affairs, or creating, defining, limiting and regulating the powers of the corporation, its directors, stockholders or any class of stockholders.

History.-§10, ch. 7387, 1917; RGS 4490 ; CGL 11454.

615.11 Not authorized to permit gambling, etc.; forfeiture of charter; annulment proceedings.-Nothing in this chapter shall be held or construed to authorize or permit any corporation organized hereunder to carry on, conduct, supervise, permit or suffer any gambling or game of chance, lottery, betting or other act in violation of the criminal laws of the State of Florida i and any corporation organized under this chapter which shall violate any of said laws or which shall knowingly permit the same to be done shall be subject to forfeiture of its charter; and if any citizen shall complain to the attorney general that any corporation organized under this chapter was organized for or is being used as a cover to evade any of the laws of Florida against crime and shall submit prima facie evidence to sustain such charge, the attorney general shall institute and in due course prosecute to final judgment such proceedings as may be necessary to annul the charter and letters patent of such corporation, and writs of injunction or other extraordinary process shall be issued by courts of chancery on the application of the attorney general on sworn bill of complaint pending any such annulment proceeding and in aid thereof, and all such cases shall be given precedence over all civil cases pending in such courts and S'hall be heard and disposed of with as little delay as practicable.


615.12 Annual audit of accounts by comptroller.-Once each year a complete audit of the books and accounts of every corporation organized under this chapter shall be made by or under the direction of the comptroller of the State of Florida at an expense to said corporation not to exceed one hundred dol-

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Iars for such examination. The comptroller may make such additional audits of the book3 and accounts of said corporation from time to time as he may deem proper upon the application of any creditor or stockholder of any such corporation, accompanied by a cash deposit of not less than one hundred dollars but no such examination shall be made upon the application of a creditor or stockholder unless in the judgment of the comptroller the same shall promote the best interests of the corporation, its creditors and stockholders. The results of all such audits shall be kept on file in the office of the comptroller and one copy certified by him shall be forwarded to the secretary of said corporation, who shall at the request of any stockholder or creditor exhibit the same for inspection. The comptroller shall furnish a certified copy of any such audit to any stockholder or creditor applying therefor upon the payment of the same fees as prescribeq by law for certified copies made by clerks of the circuit courts.

Hlstory.-§12, ch. 7387, 1917; RGS 4492 ; CGL 6456.

615.13 Right to amend act reserved by state.-The right to amend, alter, modify or repeal this chapter is reserved by the State of Florida, and any corporation organized under this chapter may avail itself of any amendment of this chapter.


615.14 Liability of stockholders.-The stockholders of any corporation organized under this chapter shall be liable only to an extent equal in amount for so much as remains unpaid upon their subscription to the capital stock, and, no further and not otherwise, and no stockholder of any such corporation shall be liable to any such corporation or to any subscriber of the proposed charter thereof for the payment of any debts, obligations or liabilities of any such corporation, except only to the extent of the amount remaining unpaid upon his subscription.


615.15 Increase and reduction of capital stock.-Any corporation organized under this chapter may increase its capital stock to any amount by holding an election of the stockholders at its place of business after having published notice of the time, place and object of the meeting once a week for two successive weeks prior thereto in a newspaper published in the county, and having served or mailed the usual notice for stockholders' meeting, and if at such meeting two-thirds of all the stock~ holders shall vote to increase the capital stock, the president, within thirty days thereafter shall make return to the secretary of state, under oath, of the amount of such increase and the terms under which such additional stock is issued, and from the time said return is made and filed the increase of stock shall be authorized and when issued shall become a part of the capital of said corporation. Any corporation may reduce its capital stock or

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the number or par value of the shares thereof within the limits allowed by law by a twothirds vote of its stockholders in the same manner as is provided herein for the increase of capital stock, provided that the state comptroller endorse his certificate upon the affidavit that in his judgment the ability of the corporation to meet its outstanding indebtedness and liabilities will not be impaired thereby.


615.16 Amendment of charter.- Any corporation organized under this chapter desiring to amend or alter its charter shall adopt the proposed amendment or alteration by a vote of two-thirds of all of its stock at a meeting

. called or notified as provided for meetings for the increase of capital stock. If the proposed amendment be so adopted, the corporation shall prepare a certificate under its common seal verified by the president or a vice-president, of the proposed alteration or amendment adopted as aforesaid, which certificate shall be filed in the office of the secretary of state, who shall produce the same to the governor, who shall examine the same, and if he finds it to be in proper form and in accordance with law, he shall approve the same; and thereupon letters patent shall be issued reciting the alteration or amendment in question, and said letters patent shall then be recorded in the office of the secretary of state and in the office of the clerk of the circuit court where the original charter was recorded, and from the date of recording in the secretary of state's office, said alteration or amendment shall be taken and considered as a part of said charter.


STATE FAIRS OR EXPOSITIONS §615.18

615.17 Change of name.-Any corporation desiring to change its name shall so resolve at any general meeting of its stockholders, and upon filing a certificate of the resolution, under its common seal, in the office of the secretary of state, letters patent shall issue reciting the change of name, which letters patent shall be recorded as provided for amendment of the charter. No two corporations shall bear the same corporate name.


615.18 Provisions of general corporation laws applicable.-Provisions of chapters 610 and 611, relating to corporations for profit, so far as not in conflict or inconsistent with the terms of this chapter, shall apply to corporations formed or organized under this chapter as fully and to the same extent as if the provisions of such statutes were set forth and repeated therein, and every corporation formed under this chapter shall have all of the rights, powers and privileges, in addition to those conferred by this chapter, granted and prescribed by the laws of the State of Florida to and for corporations for profit; provided, however, that in case of any conflict between the express provisions of this chapter and said statutes this chapter shall control; and provided, further, that nothing herein contained or in said statutes above referred to shall limit the power of any corporation formed under this chapter to have as many directors and vice-presidents or other officers as may be prescribed by its charter.


§616.01 PUBLIC FAIRS AND EXPOSITIONS 2154

CHAPTER 616 PUBLIC FAIRS AND EXPOSITIONS

616.01 Number of persons required; requisites of proposed charter.

616.02 Acknowle~gment of charter. 616.03 Notice of application; approval and record

of charter. 616.04 Evidence of existence and contents of

charter. 616.05 Amendment of charter. 616.06 Amount of indebtedness authorized. 616.07 Members not personally liable; property

of association held in trust; exempt from taxation.

616.08 Additional powers of association. c f .-Ch. 615, Sta te fa irs and expositions.

616.01 Number of persons required; requisites of proposed charter.-Twenty-five or more persons wishing to form an association not for profit, for the purpose of conducting and operating public fairs or expositions for the benefit and development of the agricultural, horticultural, live stock and other resources of the state or any county or counties of the State of Florida may become incorporated in the following manner:

They shall present to the judge of the circuit court for the county in which the principal office of said association is to be located a proposed charter signed by the intended incorporators, which shall set forth:

(1) The name of the association and the place where the principal office is to be located. The name of said association shall include the word "Inc."

(2) The general nature of its objects and powers.

(3) The qualifications and terms of members and the manner of their admission and expulsion. Provision may be made in the charter for ex officio membership, and memberships may be for terms of years.

(4) The time for which it is to exist . (5) The names and residences of the sub

scribers. (6) By what officers its affairs are to be

managed, and the time at which they will be elected or appointed.

(7) The names of the officers who are to manage its affairs until the first election or appointment under the charter.

(8) By whom its by-laws are to be made, altered or rescinded.

(9) The highest amount of indebtedness or liability to which it may at any time subject itself.


616.02 Acknowledgment of charter.- The proposed charter shall be acknowledged by at lease three of the subscribers, each a man of good character and reputation, before an officer authorized to make acknowledgement of deeds, which subscribers shall also make and subscribe an oath, to be attached to the proposed charter, that the sole object of the association is public service, that there has

616.09 Not authorized to carry on gambling, etc.; forfeiture of charter for violations; annulment proceedings.

616.10 Annual audit of accounts by comptroller. 616.11 Authorized to contract with city or coonty

for use of land; admission fees to fair; counties and cities authorized to make contributions.

616.12 Licenses upon certain shows and distribution of fees.

616.13 Licenses upon shows within one mile of fair.

616.14 Number of annual fairs .

been provided for the purposes of the association property, money and other available assets in value exceeding five thousand dollars, and that it is intended in good faith to carry out the purposes and objects therein set forth.

H istory.-§1, ch. 7388, 1917 ; RGS 4518 ; CGL 6517.

616.03 Notice of application; approval and record of charter.-Notice of intention to apply to the circuit judge for any such charter, sta ting the time when the application will be made, shall be published in a newspaper in the county where the principal office of said association shall be located once each week for four consecutive weeks, setting forth briefly the charter and objects of the association to be formed. The proposed charter shall be submitted to and approved by the board of county commissioners of the county in which the principal office of said association is to be located. Upon approval of said board of county commissioners, the proposed ch&.rter with proof of such approval and proof of publication shall be produced to the circuit judge at the time named in the notice and, if no cause be shown to the contrary and if he finds it to be in proper form and so sworn to and for an object authorized by this chapter, he shall approve the same and render a decree incorporating said subscribers under said charter and for the objects and purposes and with the powers therein specified. Said charter and said decree of incorporation shall then be recorded in the office of the clerk of the circuit court in the county where the principal office of said corporation or association shall be located, and thenceforth the subscribers and their associates shall be incorporated by the name given in said charter and with the objects and powers set forth therein. The proposed charter during the time of publication, shall be on file in the office of the clerk of the circuit court.

Hist ory.-§1, ch. 7388, 1917; §1, ch. 17806, 1937; RGS 4519 ; CGL 6518.

616.04 Evidence of existence and contents of charter. -A certified copy of said charter and decree of incorporation shall be evidence of the contents of said charter in all actions and proceedings, and shall be conclusive evidence of the existence of the incorporated association in all actions and proceedings where the question of its existence is only collaterally

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involved, and prima facie evidence in all other actions and proceedings.


616.05 Amendment of charter.- Any such association desiring to amend its charter may do so by resolution as provided in its by-laws, which amendment. upon publication of notice, and decree of said circuit judge approving and allowing said amendment, recorded in the clerk's office, shall become and be taken a::~ a part of the original charter.


616.06 Amount of indebtedness authorized. -Any association formed and incorporated under this chapter may subject itself to indebtedness or liability in an aggregate sum not greater than the limit stated in said charter or any amendment thereto, without regard to the valu e of its property. But any association organized under this chapter may also subject itself to specific bonded or mortgage indebtedness, in addition to and without regard to its general powers or limit as to indebtedness or liability.


616.07 Members not personally liable; property of association held in trust; exempt from taxation.-N o member or officer of any association organized under this chapter shall be personally liable for any of the debts of such association; and no money or property of any such association shall be distributed as profits or dividends among its members or officers, but all money and property of such association shall, except for the payment of its just debts and liabilities, be and remain perpetually public property, administered by the association as trustee, to be used exclusively for the legitimate purpose of the association, and shall be, so long as so used, exempt from all forms of taxation.


616.08 Additional powers of association.Every association organized under this chapter shall have the power, in addition to provisions contained in the charter thereof for the regulation of the business and conduct of the affairs of said association and creating, limiting, defining and regulating the powers of said association, to hold, conduct and operate a state, district, county, livestock, poultry, agricultural, horticultural or other fair or exposition annually; and for the purpose to buy, lease, acquire and occupy lands, and to erect buildings and improvements of all kinds thereon, and to develop the same, and to sell, mortgage, lease or convey such property or any part thereof, in its discretion, from time to time; and to charge and receive compensation for admission to such fairs or expositions, and the sale or renting of space for exhibitions, or other privileges, and to conduct and hold public meetings, to supervise and conduct lectures and all kinds of demon-

PUBLIC FAIRS AND EXPOSITIONS §616.09

stration work in connection with or for the improvement of agriculture, horticulture and stock raising and poultry raising and all kinds of farming and matters connected therewith, to hold exhibits of agricultural and horticultural products, livestock, chickens and domestic animals, and to give certificates or diplomas of excellence, and generally to do, perform and carry out all matters, acts and business usual or proper in connection with state, district or county fairs or expositions; but this enumeration of particular powers shall not be in derogation of or limit any special provisions of the charter of such association, inserted for the regulation of its business, and the conduct of its affairs or creating, defining, limiting and regulating the powers of the association, its officers or members; provided, the treasurer or similar officer of said association, shall be required to give a good and sufficient bond with a surety company duly authorized under the laws of the State of Florida, payable to said association and in an amount equal to the value of the total amount of money and other property in his possession or custody in addition to the value of any money and property of such association that may reasonably be expected to come into his possession or custody.

Ulstory.-§6, ch. 7388, 1917; RGS 4524 ; CGL 6523; §2, ch . 17806, 1937.

616.09 Not authorized to carry on gambling, etc.; forfeiture of charter for violations; annulment proceedings.-Nothing in this chapter shall be held or construed to authorize or permit any association organized hereunder to carry on, conduct, supervise, permit or suffer any gambling or game of chance, lottery, betting or other act in violation of the criminal laws of the State of Florida; provided, that nothing in this chapter shall permit horse racing for money or upon which money is placed; and any association organized under this chapter which shall violate any of said laws or which shall knowingly permit the same to be done shall be. subject to forfeiture of its charter; and if any citizen shall complain to the attorney general that any association organized under this chapter was organized for or is being used as a cover to evade any of the laws of Florida against crime, and shall submit prima facie evidence to sustain such charge, the attorney general shall institute, and in due course prosecute to final judgment such proceedings as may be necessary to annul the charter and incorporation of such association, and writs of injunction or other extraordinary process shall be issued by courts of competent jurisdiction on the application of the attorney general on sworn bill of complaint pending any such annulment proceeding and in aid thereof, and all such cases shall be given precedence over all civil cases pending in such courts, and shall be heard and disposed of with as little delay as practicable.

Ilistory.-§7. ch. 7388, 1917; RGS 4525: CGL 6524.

§616.10 PUBLIC FAIRS AND EXPOSITIONS

616.10 Annual audit of accounts by comptroller.-Once each year a complete audit of the books and accounts of every association organized under this chapter shall be made by or under the direction of the comptroller of the State of Florida, at an expense to said corporation not to exceed one hundred dollars for such examination. The comptroller may make such additional audits of the books and accounts of said corporation from time to time as he may deem proper upon the application of any creditor or member of any such association accompanied by a cash deposit of not less than one hundred dollars; but no examination shall be made upon application of a creditor or member unless in the judgment of the comptroller the same shall promote the best interests of the association, its creditors or the public. The results of all such audits shall be kept on file in the office of the comptroller, and one copy certified by him shall be forwarded to the secretary of said association, who shall, at the request of any officer or creditor, exhibit the same for inspection. The comptroller shall furnish a certified copy of any audit to any officer or creditor applying therefor upon the payment of the same fees as prescribed by law for certified copies made by clerks of the circuit court.


616.11 Authorized to contract with city or county for use of land; admission fees to fair; counties and cities authorized to make contributions. -Any association incorporated under this chapter may enter into any · contract, lease or agreement with any city or county in the State of Florida for the donation to, or the use and occupation by such association of any land owned, leased or held by any such county or city during such time and on such terms as such county or city may authorize, with the right on the part of such association to charge and receive an admis·sion fee to such fair or exposition or any part thereof; and the board of county commissioners of any county within which such fair or exhibition is held and the mayor and city council of any city within such county may make contributions of money or property to such associations to assist in carrying out the purposes of such associations as defined by this chapter, and boards of county commissioners of the various counties of the State of Florida, may expend in their discretion such sums of money as they deem for the best interests of their counties and in aiding the development of the agricultural, horticultural and live stock resources of their counties and in giving publicity to the advantages, facilities and agricultural, horticultural and live stock possibilities and production of their counties by providing for, aiding and assisting the exhibition and demonstration of such resources at and in connection with such fairs and expositions including the offering and

2156

paying of premiums for such exhibitions of resources of their respective counties.


616.12 Licenses upon certain shows and distribution of fees.-Every person who may operate under any terms whatsoever, including l~ase arrangement, traveling shows, exhibitwns, or amusement enterprises, carnivals vaudeville, minstrels, rodeos, theatricals, game~ or t ests of skill, riding devices dramatic reper toire and all other shows or ~musements operating in tents, enclosures or other temporary structures whether covered or uncovered, within the grounds of, and in connection with any fair held by a fair association incorporated under the provisions of this chapter, shall pay the license taxes now or hereafter provided by law; provided, an amount equal to the amount collected as state and county license taxes is appropriated for the benefit of the fair association upon whose grounds and in conjunction with which such licensee hereunder operated or intends' to so operate. Upon proper application to the tax collector by such fair association, when license is applied for or within two days thereafter on a form prescribed by the comptl'oller th~ co~p.troller, UPOJ?- ~pproving any such appropn a!Ion! shall, w1t.hu~ ten days after receiving apphcatwn f rom sa1d tax collector instruct the said tax collector to distribute the amount paid for such license taxes direct to said fair association. The comptroller shall prescribe the proper forms, rules and regulations for carrying out the purpose and intent as expressed herein and for properly crediting the tax collector for such disbursement. It is the purpose and intent of this section to prevent tax evasion and the provisions hereof shall be liberally construed to the end that all subterfuge, excuses and ruses for the evasion of any lawful tax may be eliminated.

Hist ory.- §1, ch. 17759, 1937; CGL 1940 Supp. 6526(1).

616.13 Licenses upon shows within one mile of fair.-Every person, engaged in the business of traveling shows, exhibitions or amusement enterprises including carnivals vaudeville, minstrels, rodeos, theatricals, g~mes or tests of skill, riding devices, dramatic repertoire and all other shows or amusements operating in tents or temporary structures whether covered or uncovered, within one mile of any such fair or exposition being operated by an association incorporated under the provisions of this chapter when not operating in connection with such fair or exposition, shall pay a license tax of one thousand dollars per day.

Hlstory.-§3, ch. 17759, 1937; CGL 1940 Supp. 6526(2) .

616.14 Number of annual fairs.-It is unlawful for more than one fair or exposition to be conducted by an association incorporated under the provisions of this chapter during any one calendar year.

Hlstory.- §2, ch. 17759, 1937; CGL 1940 Supp. 6526(3).

2157 CORPORATIONS NOT FOR PROFIT §617.05

CHAPTER 617

CORPORATIONS NOT FOR PROFIT

617.01 Authority to incorporate and manner of 617.13 Extinct churches and religious societies; incorporation. dissolution.

617.02 617.03 617.04 617.05 617.06 617.07 617.08 617.09 617.10 617.11

Amendment of charter. 617.14 Incorporation of labor unions or bodies. Evidence of incorporation. 617.15 Sponge packing and marketing corpora-Number of directors may be increased. tions. Dissolution. 617.16 Corporations for profit; when may become Limit of indebtedness. corporations not for profit. Joint indebtedness for lodge building, etc. 617.17 same; petition and contents. Bonded or mortgage indebtedness. th ·t f · ·t j d Proceedings to annul franchise, etc. 617.18 Same; au on Yo Clrcul u ge. Incorporation of social clubs or societies. 617.19 Same; application of other laws. Foreign nonprofit corporations; qualifica- 617.20 Same; expiration of law.

tions. 617.21 Corporations not for profit; when authorized 617.12 Extinct churches and religious societies; to act as trustee.

property.

617.01 Authority to incorporate and manner of incorporation.-Any five or more persons, wishing to form a religious society, lodge of masons, or any other similar order, debating or literary society, library company, benevolent, or charitable association, scientific institution of learning, or cemetery company, may become incorporated in the following manner:

They shall present to the judge of the circuit court for the proper county a proposed charter subscribed by the intended incorporators, which shall set forth:

(1) The name of the corporation and place where it is to be located.

(2) The general nature of the object of the corporation.

(3) The qualification of members and the manner of their admission.

(4) The term for which it is to exist. (5) The names and residence of the sub

scribers. (6) By what officers the affairs of the

corporation are to be managed, and the times at which they will be elected or appointed.

(7) The names of the officers who are to manage all the affairs until the first election or appointment under the charter.

(8) By whom the by-laws of the corporation are to be made, altered or rescinded.

(9) The highest amount of indebtedness or liability to which the corporation may at any time subject itself, which shall never be greater than two-thirds of the value of the property of the corporation.

(10) The amount iri value of the real estate which the corporation may hold, subject always to the approval of the circuit judge.

The proposed charter shall be acknowledged by some one of the subscribers before some officer authorized to take acknowledgments of deeds, which subscriber shall also make and subscribe an oath, to be endorsed on the proposed charter, that it is intended in good faith to carry out the purposes and objects set forth therein.

If the circuit judge to whom the proposed charter is presented finds that the same is in proper form and for an object authorized by this chapter, the circuit judge shall approve

the charter and endorse his approval thereon. The charter, with all its endorsements, shall then be recorded in the office of the clerk of the circuit court, and from thenceforth the subscribers and their associates and successors shall be a corporation by the name given.

Jlistory.-§2259 RS 1892; §1, cb. 4231, 1893; GS 2830; RGS 4499 ; §1, cb. 10095, 1925; CGL 6495; cb. 19108, 1939.

617.02 Amendment of charter. -Any such corporation desiring to amend its charter may do so by resolution as provided in the by-laws, which amendment, upon approval by the circuit judge, and recording in the clerk's office, shall become and be taken as part of the original charter.

Jlistory.-§2261 RS 1892; GS 2832; RGS 4501; CGL 6497.

617.03 Evidence of incorporation. - The original charter, with the certificate of the recording thereof in the clerk's office endorsed thereon, or a copy from the record thereof, certified by the said clerk, shall be evidence of the contents of the charter in all actions and proceedings, and shall be conclusive evidence of the existence of the corporation in all actions and proceedings where the question of its existence is only collaterally involved, and prima facie evidence in all other actions and proceedings.

Ulstory.-§2260 RS 1892 ; GS 2831 ; RGS 4500; CGL 6496.

617.04 Number of directors may be increased.-Every corporation not for profit may increase, by a vote of its members cast as the by-laws may direct, the number of its directors, managers or trustees so that the number shall not be less than three but may be any number in excess thereof.

llistory.-§1, ch. 6863, 1915; RGS 4502; CGL 6498.

617.05 Dissolution.-Any such corporation wishing to dissolve may present a petition to the circuit judge, who shall direct notice thereof to be published for such time as he may judge to be expedient, and after the expiration of such time he may decree a dissolution and may make all necessary orders and decrees for the winding up of the affairs of such corporation, taking care that the claims

§617.06 CORPORATIONS NOT FOR PROFIT

of creditors be satisfied as far as may be out of the assets of the corporation.

Hlstory.-§2262 RS 1892; GS 2836; RGS 4506; CGL 6502. .

617.06 Limit of indebtedness.- Any corporation not for profit heretofore or hereafter formed may subject itself to indebtedness or liability in the aggregate not greater than the specific amount stated in its charter, or an amendment thereto; and this power shall exist without regard to whether such amount or limit is greater or less than two-thirds of the value of its property.

History.-§1, cb. 5220, 1903; GS 2833; RGS 4503; §1, cb. 9145, 1923; CGL 6499.

617.07 Joint indebtedness for lodge building, etc.-Any corporation not for profit may jointly, with any other corporation not for profit, subject itself to indebtedness or liability in any amount necessary for the erection or purchase of a lodge building, temple or other building for its home, and may jointly or severally with such other corporation not for profit, issue and sell its bonds secured by mortgage or trust deed on said lodge building, temple or home and the land on which the same shall be, as security for the money necessary to so erect or purchase such lodge building, temple or home, whether such corporations not for profit shalJ be incorporated by special charter or under the general law relating to corporations not for profit.

Hlstory.-§1, cb. 5220, 1903; GS 2833; RGS 4503; §1, cb. 9145, 1923; CGL 6499.

617.08 Bonded or mortgage indebtedness.Any corporation not for profit heretofore or hereafter formed may subject itself to specific bonded or mortgage indebtedness, in addition to or without regard to its general power or limit as to indebtedness or liability, by setting forth in the charter, or in an amendment thereto, the general nature, purpose and amount of such specific indebtedness.

Hlstory.-§2, cb. 5220, 1903; GS 2834; RGS 4504; CGL 6500.

617.09 Proceedings to annul franchise, etc. -In the event any member or citizen shall complain to the attorney general that any corporation organized under this chapter was organized or is being used as a cover to evade any of the laws against crime, or for purposes inconsistent with those stated in the charter, and shall submit prima facie evidence to sustain such charge, together with sufficient money to cover court costs and expenses, the attorney general forthwith shall institute and in due course prosecute to final judgment such legal or equitable proceedings as may be considered advisable either to annul the franchise or prevent its improper use.

Hlstory.-§5, cb. 4898, 1901; GS 2839; RGS 4509; CGL 6505.

617.10 Incorporation of social clubs or so.cieties.- Social clubs or societies not for . profit may be incorporated under this chapter; provided, however, that any such club or society may, in its by-laws:

2158

(1) Delegate to its board of directors full discretionary power of admitting or expelling members;

(2) Prescribe that an incorporator or member shall not have any vested right, interest or privilege of, in or to the assets, functions, affairs or franchises of the corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after his membership ceases, or while he is not in good standing; provided, that before his membership shall cease against his consent he shall be given an opportunity to be heard, unless he is absent from the county where the corporation is located; and,

(3) Delegate to its board of directors the power of fixing regular or special dues and assessing fines in such sums as may be fixed or the limits and occasions determined, by said by-laws, the amount whereof shall become, on and after notice, an indebtedness to the corporation collectible by due course of law, and the failure to pay any indebtedness to the corporation shall render the member liable to expulsion.

Hlstory.-§§1-4, cb. 4898, 1901; GS 2837, 2838; RGS 4507, 4508; CGL 6503, 6504.

617.11 Foreign nonprofit corporations; qualifications.-

(1) Any corporation not for profit duly incorporated under the laws of any other state or territory and which desires to carry on, in the State of Florida, the objects and purposes of its incorporation, may file in the office of the secretary of state a duly authenticated copy of its charter or articles of incorporation, together with a charter fee of twenty-five dollars and a filing fee of five dollars.

(2) Upon the filing of such copy of its charter or articles of incorporation, and the payment of the fee aforesaid, and the objects of the corporation are such as are not prohibited by or contrary to the laws of this state, the secretary of state shall. issue a permit to such corporation to carry on in the State of Florida the objects and purposes of its incorporation.

(3) From and after the issuance of said permit such corporation not for profit may carry on in the State of Florida the objects and purposes of its incorporation, so far as the same are not contrary to or prohibited by the laws of this state, and such corporation not for profi't may contract and be contracted with, may sue and be sued, may incur indebtedness, and may own, alien and dispose of property, both real and personal, to the same extent and with like effect as corporations not for profit organized under the laws of this state of the same general character as the foreign corporation to which such permit has been issued.

H!story.-§§1-3, cb. 11909, 1927; CGL 6506-6508. ct.-Cb. 613, Foreign corporations.

617.12 Extinct churches and religious societies; property.- Property, both real and personal, belonging to or held in trust for any church or any religious society belonging to

2159

any religious denomination in this state that has or shall become extinct, shall vest in and become the property of that denomination of which the said church or religious society is a member; provided, that nothing herein contained shall affect the title to any property that is now held by any of the denominational associations or organizations of the state; and provided further, that this section shall not affect the reversionary interest of any person in such property or any valid lien thereon.

History.-§1, ch. 16291, 1933; CGL 1936 Supp. 6508(1).

617.13 Extinct churches and religious societies; dissolution.-Any church or religious society in this state which has ceased or failed to maintain religious worship or service, or to use its property for religious worship or services according to the tenets, usages and customs of a church of the denomination of which it is a member in this state for the space of two consecutive years immediately prior thereto, or whose membership has so diminished in numbers or in financial strength as to render it impossible for such church or society to maintain religious worship or services, or to protect its property from exposure to waste and dilapidation for a period of two years, shall be deemed and taken to be extinct; and upon the facts being duly established to the satisfaction of the circuit court in and for the county in which such church or society has been theretofore situated, an order of such court may be made dissolving said church or religious society and the property of such church or society, or the property which may be held in trust for such church or society, may in said order be transferred to and the title and possession thereof vested in the denomination of which said church or society shall have been a member.

History.-§2, ch. 16291, 1933; CGL 1936 Supp. 6508(2).

617.14 Incorporation of labor unions or bodies.-Any group or combination of groups of working men or wage earners, bearing the name labor, organized labor, federation of labor, brotherhood of labor, union labor, union labor committee, trade union, trades union, union labor council, building trades council, building trades union, allied printing trades council, allied trades union, central labor body, central labor union, federated trades council, local union, state union, national union, inter-national union, district labor council, district labor union, American federation of labor, Florida federation of labor, or the component parts thereof, or the significant words therein, whether the same be used in juxtaposition or with interspace, may be incorporated under this chapter, provided, however:

(1) In addition to the requirements of §617.01, the proposed charter shall set forth the necessity for the incorporation, shall be acknowledged by not less than five of the subscribers who shall also make and subscribe to an oath, to be endorsed on the proposed charter, that it is intended in good faith to carry out the purposes and objects therein

CORPORATIONS NOT FOR PROFIT §617.15

set forth, and shall be filed in the office of the clerk of the circuit court of the proper county;

(2) The subscribers of said proposed charter shall give notice of their intention to present the proposed charter to the circuit judge, which notice shall state the name of the said judge, the date the proposed charter will be presented and the general nature of the said charter and the necessity therefor. Said notice shall be published in a newspaper of general circulation in said county at least once, or posted at the courthouse door in counties having no newspapers, at least ten days prior to the date the proposed charter will be presented to the said judge.

(3) When presented to the said judge the said proposed charter shall be accompanied by a petition, signed and sworn to by the . subscribers, stating fully the aims and purposes of such organization and the necessity therefor.

( 4) Upon the filing of the proposed charter and the petition, and the giving of such notice, the circuit judge to whom such petition and proposed charter may be addressed shall upon the date stated in such notice, take testimony and inquire into the admissions and purposes of such organization and the necessity therefor, and upon such hearing, if the circuit judge shall be satisfied that the allegations set forth in the petition and charter have been substantiated, and shall find that such organization will not be harmful to the community in which it proposes to operate, or to the State of Florida, and that it is intended in good faith to carry out the purposes and objects set forth tlierein, and that there is a necessity therefor, the judge shall approve the charter and enter a decree accordingly. The decree shall be recorded in the office of the clerk of the circuit court and from thenceforth the subscribers and their associates and successors shall be a corporation by the name given.

(5) Any person shall have the right to intervene by filing an . answer to . the said petition stating his reasons, if any, and be heard thereon, why the circuit judge shall not enter a decree authorizing the subscribers to incorporate in accordance with this law.

(6) The existence, amendment of its charter and dissolution, of any such corporation, shall be in accordance with this chapter.

History.-§§1-8, ch. 19271, 1939; CGL 1940 Supp. 6526(4)-6526(11). cf.-Ch. 448, General labor regulations.

617.15 Sponge packing and marketing corporations.-Persons engaged in the business of buying, selling, packing and marketing commercial sponges may incorporate under the provisions of this chapter, provided, however:

(1) The proposed charter, in addition to the provisions mentioned in §617.01, may contain such other provisions, not inconsistent with law, as the incorporators may desire, and shall be acknowledged by all the subscribers who shall also make oath, to be endorsed on said charter. that it is intended in good faith to

§617.16 CORPORATIONS NOT FOR PROFIT

carry out the purposes and objects set forth in the said charter. The said charter shall also state the place where the principal place of business or office of the corporation is to be located.

(2) The requirement that the indebtedness of the corporation shall never be greater than two-thirds of the value of its property shall not apply to corporations under this section.

(3) Said corporation may make, in the manner to be provided in the charter; such bylaws as may be necessary for the operation and management of its affairs.

( 4) Said corporation shall not issue stock, but may issue certificates of membership upon such terms and conditions as the board of directors may determine.

(5) The board of directors may require the payment of such dues as may be provided for in the charter and by-laws made pursuant thereto.

The purpose of this section is to aid in facilitating the orderly cooperative buying, selling, packing and marketing of commercial sponges, and no association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily, nor shall any marketing contract or agreement between the corporation and its members, or the exercise of any power granted by this section be considerd illegal or in restraint of trade.

History.-§ §1-5, ch. 17805, 1937; CGL 1940 Supp. 6508(4)-6508(8).

617.16 Corporations fo.r profit; when may become corporations not for profit.-Any corporation for profit now or hereafter incorporated under any of the laws of the State of Florida, engaged solely in carrying out the purposes and objects for which corporations not for profit are authorized under the laws of Florida to carry out, is hereby authorized and empowered to change its corporate nature from a corporation for profit to that of a corporation not for profit as defined in chapter 617, Florida Statutes, by filing a petition in the circuit court of the county wherein its principal place of business is located in the name of the corporation signed by an officer of the corporation and under its corporate seal setting forth the purposes and objects in which it is solely engaged, and requesting that the nature of the corporation be changed.

History.-§1, ch. 22657, 1945.

617.17 Same; petition and contents.-Said petition shall be accompanied by a certified copy of a resolution duly adopted by the stockholders at a regular annual meeting, or at a meeting called for that purpose, of said stockholders

·authorizing the change in the corporate nature and directing an authorized officer to file such petition before the court, together with a proposed charter signed by the president and secretary of the petitioning corporation which shall set forth · the following:

(1) The name of the new corporation and the place wher·e it is to be located~

2160

(2) The general nature of the object of the corporation.

(3) The qualification of members and the manner of their admission.

( 4) The term for which it is to exist. ( 5) The names and residences of the sub

scribers. (6) By what officers the affairs of the cor

poration are to be managed, and the times at which they will be elected or appointed.

(7) The names of the officers who are to manage all the affairs until the first election or appointment under the charter.

(8) By whom the bylaws of the corporation are to be made, altered or rescinded.

(9) The highest amount of indebtedness or liability to which the corporation may at any time subject itself, which shall never be greater than two-thirds of the value of the property of the corporation.

(10) The amount in value of the real estate which the corporation may hold, subject always to the approval of the circuit judge.

( 11) A provision agreeing to accept all the property of petitioning corporation and agreeing to assume and pay all its indebtedness and liabilities.

Jlistory.-§2, ch . 22657, 1945.

617.18 Same; authority of circuit judge.If the circuit judge to whom the petition and the proposed charter are presented finds that the petition and charter are in proper form, and that the charter is for an object authorized by the laws of Florida relating to corporations not for profit, he shall approve the charter and endorse h~s approval thereon, which approval shall provrde that all of the property of the petitioning corporation shall become the property of the successor corporation not for profit, subject to all indebtedness and liabilities of the petitioning corporation. The charter with all its endorsements shall then be recorded in the office of the clerk of the circuit court and a certified copy of the charter with its endorsements shall thereupon be sent to the secretary of state of Florida who shall, upon receipt thereof and upon payment of all taxes due the state by said petitioning corporation, if any there be, issue a certificate showing the receipt of the charter with the endorsement of approval thereon and of the payment of all taxes due the state, which certificate shall be recorded in the office of the secretary of state and in the office of the clerk of the circuit court in which the charter was approved, and from thenceforth the petitioning corporation shall become a corporation not for profit under the name adopted in the charter and subject to all the rights, powers, immunities, duties and liabilities of corporations not for profit under the laws of Florida, and its rights, powers, immunities, duties and liabilities as a corporation for profit shall cease and determine.

Hlstory.-§3, ch. 22657, 1945.

617.19 Same; application of other laws.All the provisions of the Florida statutes relating

2161

to corporations not for profit except insofar as they are inconsistent herewith, shall be applicable to any corporation whose character has been changed hereunder and shall henceforth govern such corporation.

Hlstory.-§4, ch. 22657, 1945.

617.20 Same; expiration of law.-The right to change the corporate status from that of a corporation for profit to that of a corporation not for profit shall expire June 1, 1947.

Hi&tory.-§4',1., ch. 22657, 1945.

CORPORATIONS NOT FOR PROFIT §617.21

617.21 Corporations not for profit; when authorized to act as trustee.-Any corporation not for profit, organized under this chapter, is authorized to act as trustee of property whenever the corporation has either a beneficial, contingent or remainder interest in said property, and any such corporation may likewise accept and hold the legal title to property, the beneficial interest of which is owned by any other eleemosynary institution or nonprofit corporation, or fraternal, benevolent, charitable or religious society or association.

History.-Comp. §1, ch. 25346, 1949.

§618.01 AGRICULTURAL COOPERATIVE MARKETING. ASSOCIATIONS 2162

CHAPTER 618 AGRICULTURAL COOPERATIVE MARKETING ASSOCIATIONS

618.01 618.02 618.03 618.04 618.05 618.06 618.07 618.08

Definitions. Who may organize association. Preliminary investigation. Articles of incorporation; fees. Amendment of articles of incorporation. Purposes of incorporation. Powers of corporations. Corporations may mortgage farm supplies,

etc. 618.09 By-laws. 618.10 Membership of corporation. 618.11 How meetings called. 618.12 Directors; election. 618.13 Officers; election. 618.14 Removal of officers and directors. 618.15 Capital stock and membership, etc. 618.16 Referendum upon certain motions.

618.01 Definitions. - In construing this chapter, where the context permits, the word, phrase or term:

(1) "Agricultural products" shall include horticultural, viticultural, forestry, dairy, live stock, poultry, bee and any farm products;

(2) "Member" shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock;

(3) "Association" means any corporation organized as a cooperative association, for the mutual benefit of its members either as producers of agricultural products or as nonprofit cooperative organizations of producers of agricultural products, or both, and in which the return on the stock or membership capital is limited to an amount not to exceed eight per cent per annum, and in which during any fiscal year thereof the value of business done with nonmembers shall not exceed the business done with members during the same period.

( 4) Associations organized hereunder shall be deemed "nonprofit,'' inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers.

Histor;y.-§2, ch. 9300, 1923; CGL 6467; §2, ch. 14675, 1931.

618.02 Who may organize association. -Three or more persons engaged in the production of any agricultural products, or three or more associations, may form a nonprofit cooperative association under the provisions of this chapter.

19g_~stoey.-§3, ch. 9300, 1923; CGL 6468; §3, ch. 14675,

618.03 Preliminary investigation. - Every group of persons contemplating the organization of an asiociation under this chapter is urged to communicate with the state marketing commissioner, who will inform it whatever a survey of the marketing conditions affecting the commodities to be handled by the proposed association indicates regarding probable success.

19-g_~stoey.-§5, ch. 9300, 1923; CGL 6470; §6, ch. 14675,

618.17 Marketing contracts. 618.18 Remedies for breach of marketing contract. 618.19 Contracts and agreements with other like

618.20 618.21 618.22

associations. Purchase of interest in like corporations. Corporations not in restraint of trade. Adoption of provisions of this chapter by

prior corporations. 618.23 Quo warranto to test validity of corpora

tion. Application of general corporation laws. Dissolution.

618.24 618.25 618.26 Conditions under which foreign similar cor

poration may do business in this state. 618.27 Use of term "Cooperative." 618.28 This chapter not to effect certain laws.

618.04 Articles of incorporation; fees.Each association organized under this chapter shall prepare and file articles of incorporation !letting forth:

(1) The name 'of the association, which may or may not include the word cooperative or any abbreviation thereof;

(2) The purpose for which it is formed; (3) The place where its principal office

within the state will be located; ( 4) The term for which it is to exist, not

exceeding fifty years; (5) The names and addresses (not less

than three), of those who are to serve as directors for the first term or until the election of their successors;

(6) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; if unequal, the general rules applicable to all members by which the property rights and interest, respectively, of each member may and shall be determined and fixed; and provision for the admission of new members, who shall be entitled to share in the property of the association with the old members, in accordance with such general rules. This provision or paragraph of the articles of incorporation shall not be altered, amended or repealed, except by the written consent or vote of three-fourths of the members;

(7) If organized with capital stock, the amount of such stock and the number of shares into which the capital stock is to be divided, whether all or part of the same shall have a par value, and if so, the par value thereof, whether all or part of the same shall have no par value, and if there is to be more than one class of stock created, a description of the different classes, the number of shares in each class, and the relative rights, interests and preferences each class shall represent;

(8) In addition to the foregoing, the articles of incorporation of any association incorporated hereunder may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of dele-

2163 AGRICULTURAL COOPERATIVE MARKETING ASSOCIATIONS §618.07

gates for representative purposes, the issuance, ative basis for those engaged in agriculture as retirement and transfer of its stock, if formed bona fide producers of agricultural products with capital stock or any provisions relative or in any one or more of the activities specified to the way or manner in which it shall operate herein. or with respect to its members, officers or dir- Illstory.-§4, ch. 9300, 1923; CGL 6469; §4, ch. 14675, ectors and any other provisions relating to its 1931.

affairs. 618.07 Powers of corporations.-Except as The articles shall be subscribed by the in- the same may be limited in its articles of in

corporators and acknowledged by one of them, corporation, each association organized under if individuals, or by the president or any vice- this chapter shall have the following powers: president of one of them, if corporations, be- (1) To engage in any activity in connection fore an officer authorized by law to take and with the producing, marketing, selling, precertify acknowledgments of deeds and con- serving, growing, harvesting, drying, processveyances, and shall be filed in the office of the ing, manufacturing, canning, packing, gradsecretary of state accompanied by a fee of ten ing, warehousing, storing, handling or utilizdollars which shall be the only fee required ing of agricultural products or in the manufactherefor; and thereupon the association shall turing or marketing of the by-products therebe and constitute a body corporate under the of; or in any activities in connection with the provisions of this chapter, and a copy of said manufacturing, purchasing, hiring or using articles of incorporation certified by the secre- supplies, machinery or equipment; or in the tary of state shall be received in all the courts financing of any of the above enumerated acof this state and other places, as prima facie tivities, or in performing business or educaevidence of the facts contained therein and of tiona! services, on a cooperative basis, for the due incorporation of such association. those engaged in agriculture as bona fide pro-

IIIstory.-§8, ch. 9300, 1923; CGL 6473; §8, ch. 14675, ducers of agricultural products; or in any one 1931; §2, ch. 16879, 1935. or more of the activities specified herein;

618.05 Amendment of articles of incorpor- (2) To borrow money from any source ation.-The articles of incorporation may be without limitation as to amount of corporate altered or amended at any regular meeting or indebtedness or liability, with authority to any special meeting called for the purpose. An give any kind or form of obligation or security amendment must first be approved by two- therefor; thirds of the directors and then adopted by a (3) To act as the agent or representative vote representing a majority of a quorum of of any person in any of the above mentioned the members attending a meeting of which no- activities; tice of the proposed amendment shall have (4) To make loans or advances to membeen given. Thereupon the association shall hers and to their members, to nonmember make under its corporate seal and the hands of patrons, and to nonmember patrons of memits president or vice-president and secretary or bers, with authority to accept therefor any assistant secretary, a certificate accordingly, kind, form or type of obligation with or withand the president or vice-president shall duly out security; to purchase, endorse, discount, execute and acknowledge such certificate be- sell or guarantee the payment of any note, fore an officer authorized by law to take and draft, bill of exchange, indenture, bill of sale, certify acknowledgments of deeds, and such mortgage or other obligation, the yroceeds of certificate so executed and acknowledged shall which have been advanced or used in the first be filed in the office of the secretary of state; instance for any of the purposes provided for and upon so filing the same, the articles of in- herein; to discount for or purchase from any corporation of such association shall be association organized under the laws of any deemed to be amended accordingly; provided, state, with or without its endorsement, any however, a fee of only five dollars shall be re- note, draft, bill of exchange, indenture, bill of quired therefor by the secretary of state. sale, mortgage or other obligation the proceeds

Illstory.-§9, ch. 9300, 1923; CGL 6474; §9, ch. 14675, of which are advanced or used in the first in-1931; §3, ch. 16879, 1985. stance for carrying on any cooperative activity

618.06 Purposes of incorporation.-An as- authorized in this chapter and with authority sociation may be organized under this chapter to dispose of same with or without endorsefor the purpose of engaging in any cooperative ment. An association organized under this activity in connection with the producing, mar- chapter and exercising any of the powers proketing or selling of agricultural products; or vided in this paragraph shall not engage in with the growing, harvesting, preserving, dry- the business of banking; ing, processing, canning, packing, grading, (5) To purchase or otherwise acquire, to storing, warehousing, handling, shipping, or hold, own and exercise all rights of ownership utilizing such products; or the manufacturing in, and to sell, transfer, pledge or guarantee or marketing of the by-products thereof; or in the payment of dividends or interest on, or the connection with any of the activities mentioned retirement or redemption of shares, of capital herein, the manufacturi-ng, selling or supply- stock, bonds or other obligations of any coring of machinery, equipment or supplies; or in poration or association, engaged in any directthe financing of any of the above enumerated ly or indirectly related activity, or in the proactivities; or in performing or furnishing d ucing, picking, hauling, packing, shipping, business or educational services, on a cooper- handling, warehousing, financing, canning,

§618.08 AGRICULTURAL COOPERATIVE MARKETING ASSOCIATIONS 2164

preserving, processing, manufacturing, utilizing marketing, or selling of any of the product~ handled by the association, or any by-products thereof; .

(6) To establish reserves and to mvest the funds thereof in bonds, or in such other property as may be provided in the by-laws;

(7) To buy, hold and exercise all privileges of ownership over such real or personal property, as may be necessary or convenient fo.r the conduct and operation of any of the businei!S of the association or incidental thereto;

( 8) To sell, convey and transfer all of the assets of the association; provided, such sale shall be consented to by not less than twothirds of its members or by the holders of ~ot less than two-thirds of its common stock, which consent shall be given either in writing, or by vote at a special meeting of its members or stockholders called for that purpose;

(9) To establish, secure, o':l'n and develop patents, trademarks and copynghts;

(10) To do each and everything necessary, suitable or proper for the accomplishment of any one of the purposes, or the attainment of any one or more of the objects _herein enum~rated or conducive to or expedient for the mtere~t or benefit of the associa.ti_on, and to c?ntract accordingly; and in addition, to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged, and any other rights, powers and privilege_s granted by the laws of this state to corporatiOns for profit, except such as are inconsistent with the express provisions of this chapter; and to do any such thing anywhere; .

(11) No association organized under this chapter, during any fiscal year t~ereof, sh~ll deal in or handle products, machmery, equipment, supplies or perform services for and on behalf of nonmembers to an a:r.-1ount greater in value than such as are dealt in, handled, or performed by it for !'lnd on behalf of members during the same period.

Hlstory.-§6, ch. 9300, 1923; CGL 6471; §6, ch. 14675, 1931; §1, ch. 16879, 1935.

618.08 Corporations may mortgage farm supplies, etc.-A mortgage, executed by a cooperative association, . may. cover ~t~ stock. of farm supplies, changmg m specific~, :Vhi~h stock mortgagor is permitted to retam m 1~s possession and sell in the usual course of business The lien of such mortgage shall be lost on ~II farm supplies sold up to the time of foreclosure, and shall attach to the farm supplies acquired to replenish the stock. No such mortgage shall be invalid as to creditors of the mortgagor because the mortgagor is permitted to retain possession and sell such mortgaged property in the usual course of business; provided, the mortgagor replenishes such property from the proceeds of sale or applies such proceeds in payment of the mortgage debt. In all other respects the laws relating to chattel mortgages shall be applicable to such mort-

gages. The provisions of this section shall not be construed as, in any wise, affecting the bulk sales law.

History.-§§1, 2, ch. 1711, 1935; CGL 1936 Supp. 6471(1) .

618.09 By-laws.-Each association incorporated under this chapter shall adopt for its government and management, a code of by-laws not inconsistent with the powers granted by this chapter. A majority vote of a quorum of the members or stockholders attending a meeting, of which notice of the proposed by-laws shall have been given, is sufficient to adopt or amend the by-laws. Each association, under its by-laws, may provide for any or all of the following matters:

(1) The time, place, and manner of calling and conducting its meetings, which meetings and meetings of its directors, may be held either within or without the state.

(2) ·The number of stockholders or members constituting a quorum.

(3) The right of members or stockholders to vote by proxy or by mail or both; and the conditions, manner, form and effects of such votes.

(4) The number of directors constituting a quorum.

(5) The qualifications, compensation and duties and term of office of directors and officers; time of their election and the mode and manner of giving notice thereof.

(6) Penalties for violations of the by-laws. (7) The amount of entrance, organization

and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.

(8) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member or stockholder for services rendered by the association to him and the time of payment and the manner of collection; and the form of marketing contract between the association and its members or stockholders, which marketing contract shall be binding upon every member or stockholder, unless otherwise agreed upon in writing.

(9) The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the condition upon which and time when membership of any member shall cease; the automatic suspension of the rights of a member when he ceases to be eligible to membership in the association; the mpde, manner, and effect of the expulsion of a member; whether a member upon withdrawal, death or expulsion shall have any interest in the property of the association, if organized without capital stock; the manner of determining the value of the property in-


terest or the shares of common stock of retiring or expelled members, which interest or stock may be conclusively appraised by . the board of directors of the association and purchased by the association at such value within one year after the date of such retirement or expulsion.

Hlstory.-§10, ch. 9300, 1923; CGL 6475; §10, ch. 14675, 1931; §4, ch. 16879, 1935; am. §7, ch. 22858, 1945.

618.10 Membership of corporation.-(!) Under the terms and conditions prescribed

in the by-laws adopted by it, an association may admit as members, or issue common stock only to persons engaged in the production of agri· cultural products and to associations as defined in this chapter. .

(2) An association organized hereunder may become a member or stockholder of any other association or corporation.

Hlstory.-§7, ch. ·9300, 1923; CGL 6472; §7, ch. 14675, 1931; §7, ch. 22858, 1945.

618.11 How meetings called.-In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten per cent of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting must thereupon be called by the directors. Notice of all special meetings, together with a statement of the purpose thereof, shall be mailed to each member at least ten days prior to the meeting· provided, however, that the by-laws may re: quire instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association.

Hlstory.-§11, ch. 9300, 1923; CGL 6476; §11, ch. 14675, 1931. .

618.12 Directors; election.-(1) The affairs of the association shall be

managed by a board of not less than three directors, to be elected by the members or stockholders, with such qualifications as may be provided for in the articles of incorporation or the by-laws. The by-laws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be nominated according to such district, either directly or by district delegates elected by the members in that district. In such case the by-laws shall specify the number of directors to be nominated by each district, the manner and method of reapportioning the directors and of re-districting the territory covered by the association. The by-laws may provide that primary elections shall be held in each district to nominate the directors apportioned to such districts and the result of all such primary elections may be ratified by the next regular meeting of the association . or may be considered final as to the association. The by-laws may provide that one or more directors may be nominated by the commissioner of agriculture or by the other directors nominat-

ed by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations. Such directors shall not number more than one-third of the entire number of directors.

(2) An association may provide a fair remuneration for the time actually spent by its officers and directors in the service and for the service of the members of its executive committee. No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association or others, or differing from terms generally current in that district.

(3) The by-laws may provide for an executive committee to be elected by the board of directors from within or without the membership of the board and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.

( 4) When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the by-laws provide for the nomination of directors by districts. In such case the board of directors shall call a specia l meeting of the members or stockholders in the respective district to nominate a person qualified to fill the vacancy.

19~~story.-§12, ch. 9300, 1923; CGL 6477; §12, ch. 14675,

618.13 Officers; election. - The directors shall elect from their number a president and one or more vice-presidents. They shall also elect a secretary, a treasurer, and such other officers as may be provided for in the by-laws, none of whom need be directors or members of the association. The office of secretary and treasurer may be combined into one office designated as secretary-treasurer, or both functions and titles may be united in one person. The treasurer may be a bank or any depository, and as such, shall not be considered as an officer, but as a function of the board of directors, and in such case the secretary shall perform the usual accounting duties of the treasurer excepting that the funds shall be deposited only as and where authorized by the board of directors.

Hlstory.-§13, ch. 9300, 1923; CGL 6478; §13, ch. 14675, 1931.

618.14 Removal of officers and directors.Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten per cent of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the as~t:!ciation, and by a vote of a majority of t~,e members, the association may ' remove the officer or director and fill the vacancy. The director or officer against whom such


charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person bringing the charges against him shall have the same opportunity.

In case the by-laws provide for election of directors by districts with primary elections in each district then the petition for removal of a director must be signed by twenty per cent of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.

Hlstory.-§15, ch. 9300, 1923; CGL 6480; §15, ch. 14675, 1931.

618.15 Capital stock and membership, etc. -When a member of an association organized without capital stock has paid his membership fee in full he shall receive a certificate of membership. An association may issue its shares of stock having no par value from time to time for such consideration as may be fixed by the board of directors. No association shall issue stock untir it has been fully paid for. Promissory notes may be accepted by the association as full or partial payment for such stock. The association shall hold the stock as security for the payment of the note; but such retention as security shall not affect the right of any stockholder to vote unless such notes are past due.

No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to capital stock, including any unpaid balance on any promissory notes given in payment thereof.

No stockholder of an association organized under this chapter, except an association organized under this chapter or an association as defined in this chapter, shall own more than one-third of the outstanding common stock of the association; and an association in its bylaws may limit the amount of common stock which one member may own to an amount less than one-third of the outstanding common stock. The association shall limit its dividends on stock both common and preferred, to any amount not greater than eight per cent per annum on the par value thereof, or if such capital stock is without par value, then upon the actual cash value of the consideration received by the association therefor. The association by the vote of its directors, may establish and accumulate reserves out of earnings, including a permanent surplus fund as an addition to capital. Net income in excess of additions to reserves and surpluses so established shall be distributed to the members of the association on the basis of patronage. Any distripution of reserves and surpluses at any time shall be made to members at the time such distribution i& ordered on the basis of patronage.

Any receipts or dividends from subsidiary corporations or from stock or other securities owned by the association shall be included in the ordinary receipts of the association.

No member in any association without capital stock shall be entitled to more than one vote; but the by-laws may provide that such members or the holders of common stock in an association with capital stock, may vote upon any or all questions on a patronage basis.

Preferred stock may be sold to any person, member or nonmember, and may be redeemable or retireable by the association on such terms and conditions as may be provided for in the articles of incorporation, and printed on the stock certificates. The by-laws, except as otherwise provided for in this chapter, shall prohibit the transfer of the common stock of the association to persons not engaged in the production of agricultural products and such restrictions shall be printed upon every certificate of stock subject thereto.

Hlstory.-§14, ch. 9300, 1923; CGL 6479; §14, ch. 14675, 1931.

018.16 Referendum upon certain motions. -Upon demand of one-third of the entire board of directors made immediately and so recorded at the same meeting at which the original motion was passed any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting; provided, however, that a special meeting may be called for the purpose.

H istory.-§16, ch. 9300, 1923 ; CGL 64S1; §16, ch. 14676, 1931.

618.17 Marketing contracts.-The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any agencies designated by the association. The contracts may provide that the association may sell or resell the products of its members with or without taking title thereto; and pay to its members the resale price, after deducting all necessary selling, overhead and other costs and expenses, including interest or dividends on stock, not exceeding eight per cent per annum, and reserves for retiring the stock, if any; and other proper reserves; and any other proper deductions.

Hlstory.-§17, ch. 9300, 1923; CGL 6482(1); §18, ch. 1931.

618.18 Remedies for breach of marketing contract.-

( I) The by-laws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder of the association upon the breach by him of any provisions of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract


by the association; and any such provisions shall be valid and enforceable in the courts of this state.

(2) In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.

Hlstory.-§17, ch. 9300, 1923; CGL 6482(1); §1, ch. 14675, 1931 ; CGL 1936 Supp. 6482(1); am. §7, ch. 22858, 1945.

618.19 Contracts and agreements with other like associations.-Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts, and arrangements with any other cooperative corporation, association or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective businesses.

History.-§22, ch. 9300, 1923; CGL 6487; §22, ch. 14675, 1931.

618.20 Purchase of interest in like corporations.-An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other association or corporation, with or without capital stock, and engaged in planting, growing, producing, preserving, drying, processing, canning, packing, storing, warehousing, handling, shipping, utilizing, manufacturing, or selling of agricultural products, or by-products thereof; or in performing business or educational services; or in the financing of any of the above enumerated activities.

If such corporations are warehousing corporations, they may issue legal warehouse receipts to the associations against the commodities delivered by it, or to any other person and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed, or licensed and bonded under the laws of this or any other state or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control wholly or in part, by the association.

Hlst<>ry.-§21, ch. 9300, 1923; GGL 1i4S6; §21, ch. 14675, 1931.

618.21 Corporations not . in restraint of trade.-No association as defined in this chapter while engaged in any of the activities specified in §618.20 shall be deemed to be a conspiracy, or a combination in unlawful restraint of trade, or an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily; nor shall the marketing contracts and agreements between the association and its members or any agreements authorized in this chapter, be considered illegal as such, or in unlawful restraint of trade, or part of a conspiracy or combination to accomplish an improper or illegal purpose.

Ulstory.-§24, ch. 9300, 1923; CGL 6489; §24, ch. 14675, 1931. cf.-§542.01, Excluded from definition of "trust."

618.22 Adoption of provisions of this chapter by prior corporations.-Any corporation or association, organized under previously existing statutes, may, by a majority vote of its stockholders or members, be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by its directors to the effect that the corporation or association has, by a majority vote of its stockholders or members, decided to accept the benefits and be bound by the provisions of this chapter and has authorized all changes accordingly. Articles of incorporation shall be filed as required in §618.04, except that they shall be signed by the members of the then board of directors. The filing fee shall be the same as for filing an amendment to articles of incorporation.

Hlstory.-§23, ch. 9300, 1923; CGL 6488; §23, ch. 14675, 1931.

618.23 Quo warranto to test validity of corporation.- The right of an association claiming to be organized and incorporated and carrying on its business under this chapter to do and to continue its business, may be inquired into by quo warranto at the suit of the attorney general, but not otherwise.

Hlstory.-§26, ch. 14675, 1931; CGL 1936 Supp. 6489(2).

618.24 Application of general corporation laws.-The provisions of the laws of this state with respect to corporations for profit and all powers and rights thereunder shall apply to associations organized under this chapter, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.

Ulstory.-§26, ch. 9300, 1923; CGL 6491; §29, ch. 14676, 1931.

618.25 Dissolution.-Any association incorporated under or adopting the provisions of this chapter may be dissolved and its affairs wound up voluntarily by a petition signed by two-thirds of the members or by the holders of two-thirds of the common stock, either in person or by their agent, which petition shall be presented to the circuit judge, who shall direct notice thereof to be published for such


time as he may judge expedient. After the expiration of the time of such notice, the circuit judge may decree a dissoluti-on and make all necessary orders and decrees for the winding up of its affairs, including the application of its assets toward the satisfaction of the claims of creditors so far as may be and the distribution of any moneys then remaining among its members in proportion to their respective property interests.

Any such association shall continue to be a body corporate for a term of two years after the date of the decree or dissolution for the purpose of prosecuting and defending suits and settling its affairs, and the president and directors at the time of its dissolution, and the survivors of them, or such other person as may be appointed by the circuit judge, shall be trustees of such association for that purpose during said term with full power in its name to settle its affairs, collect all sums due it, sell and convey its property, pay its debt as far as may be, and distribute any moneys or property then remaining among those entitled thereto.

Hlstory.-§27, ch. 14675, 1931; CGL 1936 Supp. 6489(3) .

618.26 Conditions under which foreign similar corporation may do business in this state. -Any cooperative association with or without capital stock as defined in this chapter heretofore or hereafter organized under the laws of another state shall be allowed to carry on any proper activities, operations and functions in this state upon the filing with the secretary of state of a certified copy of its articles of incorporation and the payment of a filing fee of

ten dollars in lieu of all franchise or license or corporation taxes as required of associations organized under this chapter, and all contracts which could be made by any association organized under this chapter, made by or with such associations shall be legal and valid and enforceable in this state with all of the remedies set forth in this chapter.

Hlstory.-§25, ch. 14675, 1931; CGL 1936 Supp. 6489(1). cf.-Ch. 613, Foreign corporations.

618.27 Use of term "cooperative."- No person doing business in this state, shall be entitled to use the word "cooperative" as part of its corporate or other business name or title unless it has complied with the provisions of this chapter.

Any person now organized and existing or doing business in this state, and embodying the word "cooperative" as part of its corporate or other business name or title, and which is not organized in compliance with the provisions of this chapter, shall eliminate the word "cooperative" from its said corporate or other business name or title.

Hlstory.-§20, ch. 9300, 1923; CGL 6485; §20, ch. 14675, 1931; am. §7, ch. 22858, 1945. .

618.28 This chapter not to affect certain laws.-The provisions of this chapter shall not be construed to affect, limit or in anywise interfere with the rights, powers or privileges of any corporation or association which exists or which may be hereafter organized under chapter 619 and laws prior thereto.

Hlstory.-§29, ch. 9300, 1928; CGL 6494; §30, ch. 14675, 1931; §6, ch. 16879, 1935.

2169 NONPROFIT COOPERATIVE ASSOCIATIONS §619.04

CHAPTER 619 NONPROFIT COOPERATIVE ASSOCIATIONS

619.01 Nonprofit cooperative associations; powers. 619.02 Associations not in restraint of trade. 619.03 Not to have capital stock; not for profit;

membership; membership not assignable; directors may consent to assignment.

619.04 Articles of incorporation.

619.01 Nonprofit cooperative associations; powers.-Three or more persons engaged in the production, preserving, drying, packing, canning, bottling, shipping, or marketing of agricultural, viticultural, o:r horticultural products, or all or any of them, or in the manufacture or preparation of any confection, extracts, oils, juices, or by-products, or any or all of them, or three or more persons engaged in the production and marketing of sponges, may form a nonprofit cooperative association under the provisions of this chapter to carry on said business; and such associations shall have and may exercise powers authorized by this chapter, and powers, necessarily incidental thereto and all other powers granted to private corporations by the laws of this state, except such powers as are inconsistent with those granted by this chapter.

Hlotory.-§1, ch. 6968, 1909; RGS 4510; §1, ch. 0144, 1923; §1, ch. 10097, 1925; CGL 6509 ; §1, ch. 14644, 1929.

619.02 Associations not in restraint of trade.-N o association organized under this chapter shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition to fix prices arbitrarily, nor shall the marketing contracts, or any agreements authorized in this chapter be considered illegal or in restraint of trade.

Hlotory.-§1, ch. 5958, 1909; RGS 4510; §1, ch. 9144, 1923; §1, ch. 10097, 1925; CGL 6509; §1, ch. 14544, 1929. cf.-§542.01, Excluded from definition of "trust."

619.03 Not to have capital stock; not for profit; membership; membership not assignable; directors may consent to assignment.Such associations shall not have a capital stock, and its business shall not be carried ori for profit. Any person, or any number of persons, in addition to the original incorporators, may become members of such association, upon such terms and conditions as to membership and subject to such rules and regulations as to their, and each of their, contract and other rights and liabilities between it and the member, as the said association shall provide in its by-laws. The association shall issue a certificate of membership to each member but the said membership, or the said certificate thereof, shall not be ·assigned by a member to any other person, nor shall the assigns thereof be entitled to membership in the association or to any property rights or interest therein. Nor shall a purchaser at execution sale, or any other per.son who may succeed, by operation of law or otherwise, to the property interests of a member, be entitled to membership or become a member of the association by virtue of such transfer. The board of directors

619.05 Amendment of articles of incorporation. 619.06 By-laws. 619.07 Special powers; marketing contracts; volun

tary dissolution. 619.08 May own stock in certain corporations. 619.09 Quo warranto to test validity• of incor-

poration.

may, however, by motion duly adopted by it, consent to such assignment or transfer and to the acceptance of the assigaee or transferee as a member of the association, but the association may, by its by-laws, provide for or against the transfer of membership and for or against the assignment of membership certificates, and also the terms and conditions upon which any such transfer or assignment shall be allowed.

Hlotory.-§2, ch. 5958, 1909; RGS 4511; CGL 6510.

619.04 Articles of incorporation.-Each association formed under this chapter must prepare and file articles of incorporation in the same manner and under the same regulations as now required under chapter 611, and therein shall set forth:

(1) The name of the association. (2) The purpose for which it is formed. (3) The place where its principal business

will be transacted. ( 4) The term for which it is to exist, not ex

ceeding fifty years. (5) The number of directors thereof, which

must not be less than three and which may be any number in excess thereof, and the names and residences of those selected for the first year and until their successors shall have been elected and shall have accepted office.

(6) Whether the voting power and the property rights and interest of each member shall be equal, or unequal, and if unequal the.se articles shall set forth a general rule applicable to all members by which the voting power and the property rights and interests, respectively, of each member may and shall be determined and fixed, but the association shall have power to admit new members, who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general · rule. This provision of the articles of incorporation shall not be altered, amended or repealed except by the unan~ imous written consent or the vote of all the members.

(7) Said articles must be subscribed by the original members and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments of deeds of conveyance, and shall be filed in accordance with the provisions of law, and when so filed the said articles of incorporation or certified copies thereof shall be received in all the courts of this state and other places as prima facie ·evidence of the facts contained therein.

Hlotory.-§3, ch. 5958, 1909; RGS 4512; CGL 6511.

§619.05 NONPROFIT COOPERATIVE ASSOCIATIONS 2170

619.05 Amendment of articles of incorporation.-Any nonprofit cooperative association heretofore or hereafter organized may amend its charter by a two-thirds vote of all its members at any regular meeting, or at a special meeting called for that purpose.

If the proposed alteratio:rr or amendment shall be so adopted, the corporation shall prepare a c~tificate, under its common seal. of the proposed alteration or amendment as adopted by said corporation, which shall be signed by the president or vice-president of said corporation and attested by its secretary, and file the same in the office of the secretary of state; which certificate accompanied by said proposed amendment or alteration, shall be signed by the president or vice-president of said corporation and attested by its secretary, and file the same in the office of the secretary of state; which certificate accompanied by said proposed amendment or alteration, shall be produced to the governor, who shall examine the same, and if it is found to be in proper form, and that the proposed alteration or amendment has been properly adopted, is lawful and not injurious to the community, and is in accord with the purpose of the charter, the governor shall approve the same, and thereupon letters patent shall issue, reciting the alteration or amendment; and the said letters patent shall then be recorded by the secretary of state in his office, and from the date of the record thereof in the office of the secretary of state, said alteration or amendment shall be treated and considered as a part of the charter of said corporation.

Hlstory.-§1, ch. 17132, 1935; CGL 1936 Supp. 6515(1).

619.06 By-laws. - Each association incorporated under this chapter must, within thirty days after its incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of this law. A majority vote of the members or the written assent of members representing a majority of the votes, is necessary to adopt such by-laws. The provisions of the general laws of this state not inconsistent with the provisions of this chapter shall apply to the by-laws of the corporations provided for in this chapter. Each association may also, by its by-laws adopted as aforesaid, provide for the following matters:

(1) The manner of removal of any one or more of its directors and for filling any and all vacancies in the board of directors.

(2) The number of directors and the number of members or votes thereof constituting a quorum.

(3) The conditions upon which, and the time when, membership of any member in the association shall cease; the mode, manner and effect of expulsion of a member, subject to the right of the expelled member to have the board of directors (equitably) appraise his property interests in the association and to affix the amount thereof in money, and to have the money paid to him within sixty days after such expulsion.

( 4) The amount of membership fee, if any, and the amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association, and also the compensation, if any, to be paid by each member for any services rendered by the association to him, and th~ time of payment and the manner of collecting the same, and for forfeiture of the interest of the member in the association for nonpayment of the same.

(5) The number and qualification of members of the association and the conditions precedent to membership, and the method, time and manner of permitting members to withdraw, and providing for the assignment and transfer of the interest of the member, and the manner of determining the value of such interest, and providing for the purchase of such interest by the association upon the death, withdrawal or expulsion of a member or upon the forfeiture of his membership, at the option of the association.

(6) Permitting members to vote by their proxies and determining the conditions, manner, form and effect thereof.


619.07 Special powers; marketing contracts; voluntary dissolution.-Each association incorporated under this chapter shall have the powers granted by the provisions of this law and other laws of Florida relating to private corporations, and shall also have the following powers:

(1) To appoint such agents and officers as its business may require, and such appointed agents may be either persons or corporations; to admit persons to membership in the association, and to expel any member pursuant to the provisions of its by-laws; to forfeit the membership of any member for violation of any agreement between him and the association, or for his violation of its by-laws.

(2) To purchase or otherwise acquire, hold, own, sell and otherwise dispose of any and every kind of real and personal property necessary to carry on its business, and to acquire by purchase or otherwise the interest of any member in the property of the association.

(3) Upon the written assent or by a vote of members representing two-thirds of the total votes of all members to cooperate with any other cooperative corporation or corporations for the cooperative and more economical carrying on of their respective business, by consolidation; upon resolution adopted by board of directors, to enter into all necessary and proper contracts and agreements, and to make all necessary and proper stipulations and arrangements with any other cooperative corporation or corporations, for the cooperative and more economical carrying on of its business, or any part thereof; or any two or more cooperative corporations organized under this title, upon resolutions adopted by their respective boards of directors, may for the purpose of more economically carrying on their respec-

2171 NONPROFIT COOPERATIVE ASSOCIATIONS §619.09

tive business, by agreement between them, unite in employing and using, or several associations may separately employ and use, the same methods, means and agencies for carrying on and conducting their respective businesses.

( 4) To organize, form, operate, own, control, have interest in, own stock of, or be a member of any other corporation, with or without capital stock, and engaged in preserving, drying, processing, canning, picking, hauling, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling any of the agricultural or horticultural products handled by the association, or the by-products thereof.

(5) To make and execute marketing contracts requiring the members to sell, for any period of time, not over ten years, all or any specified part of their agricultural or horticultural products exclusively to or through the association or any facilities to be created by the association. The contracts may provide that the association may sell or resell the products of its members with or without taking title thereto, and pay over to its members the sale or resale price, after deducting all necessary selling, overhead and other costs and expenses, including interest on bonds, not exceeding eight per cent per annum and reserves for retiring the bonds, if any, and other proper reserves.

(6) Either the by-laws or the marketing contracts, or both the said by-laws and marketing contracts may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract by the association and any such provisions shall be valid and enforceable in the courts of this state.

(7) In the event of any breach or threatened

breach of a marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action, and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and a preliminary injunction against the member.

(8) Any association formed or consolidated under this chapter may be dissolved and its affairs wound up voluntarily by the written request of members representing two-thirds of the total votes, in the manner and with the effect now provided by law, except that the moneys remaining after liquidation shall be divided among the members in proportion to their property interest therein.

History.-§5, ch. 5958, 1909; RGS 4514; §2, ch. 10097, 1925; CGL 6513.

619.08 May own stock in certain corporations.-Any agricultural or horticultural nonprofit, cooperative association, heretofore, or hereafter, organized under the laws of the State of Florida, may own or hold stock in any corporation organized under the laws of the State of Florida, if such corporation is organized, or conducts, or operates, its business, solely for the benefit or advancement of the interests of persons engaged in agricultural or horticultural pursuits in this state.


619.09 Quo warranto to test validity of incorporation.-The right of an association claiming to be organized and incorporated and carrying on its business under this chapter to do and to continue its business, may be inquired into by quo warranto at the suit of the attorney general, but not otherwise.


§620.01 UNIFORM LIMITED PARTNERSHIP LAW 2172

CHAPTER 620

UNIFORM LIMITED PARTNERSHIP LAW

620.01 Limited partnership defined. 620.02 Formation. 620.03 Business which may be carried on. 620.04 Character of limited partners' contribution. 620.05 Name of limited partnership; use of part-

ner's surname; exceptions. 620.06 Liability for false statements in certificate. 620.07 Limited partner not liable to creditors. 620.08 Admission of additional limited ·partners. 620.09 Rights, powers and liabilities of general

partner. 620.10 Rights of limited partner. 620.11 Status of person erroneously believing him

self limited partner. 620.12 One person both general and limited part

ner. 620.13 Loan and other business transactions with

limited partner. 620.14 Relation of limited partners inter se. 620.15 Compensation of limited partner. 620 .16 Withdrawal or reduction of limited part

ner's contribution.

620.01 Limited partnership defined.-A limited partnership is a partnership formed by two or more persons under the provisions of §620.02, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.

Hlstory.-§1, ch. 21887, 1943.

620.02 Formation.-(!) Two or more persons desiring to form a

limited partnership shall: (a) Sign and swear to a certificate, which

shall state: 1. The name of the partnership, 2. The character of the business, 3. The location of the principal place of bus

iness, 4. The name and place of residence of each

member; general and limited partners being respectively designated,

5. The term for which the partnership is to exist,

6. The amount of cash and a description of and the agreed value of the other property contributed by each limited partner,

7. The . additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made,

8. The time, if agreed upon, when the contribution of each limited partner is to be returned,

9. The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution,

10. The right, if given, of a limited partner to substitute an assignee as contributor in his place and the terms and conditions of the substitution,

11. The right, if given, of the partners to admit additional limited partners,

12. The right, if given, of one or more of

620.17 Liability of limited partner to partnership. 620.18 Nature of limited partner's interest in

partnership. 620 .19 Assignment of limited partner's interest. 620.20 Effect of retirement, death or insanity of

general partner. 620.21 Death of limited partner. 620 .22 Rights of creditors of limited partner. 620.23 Distribution of assets. 620.24 When certificate canceled or amended. 620.25 Requirements for amendment and cancel-

lation of certificate. 620.26 Parties to actions. 620.27 Short title. 620.28 Rules of construction. 620.29 Rules for cases not provided for in this

chapter. 620.30 Service of process on limited partnerships. 620.31 Duty of secretary of state. 620.32 Secretary of state to prescribe forms.

the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income, and the nature of such priority,

13. The right, if given, of the remaining general partner or partners to continue the bus· iness on the death, retirement or insanity of a general partner, and

14. The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution.

(b) File for record the certificate in the office of the secretary of state, a certified copy of which is to be recorded with the clerk of the circuit court in the county where the principal place of business is located, in a book to be provided therefor by the said clerk of said court. The fees of the secretary of state under this chapter shall be as follows:

1. For certified copies, the same as is provided by law for the secretary of state for certi

. ficates and copying; 2. For receiving, filing and indexing certifi

cates, statements, affidavits, decrees or any other papers provided for by this chapter, a filing fee in each case to be paid at the time of the first filing and on the first day of January annually thereafter an amount based upon the amount of invested capital according to the following schedule: Two dollars per thousand dollars of invested capital; provided, however, that no filing fee shall be less than ten dollars nor more than five hundred dollars. Upon the payment of such filing fee on the first filing and on each annual payment thereafter the secretary of state shall issue his certificate of authority to do business to said limited partnership and it shall be unlawful for such limited partnership to transact business as such until such filing fee has been paid; provided, further, that the annual filing fee payable on January 1st next following the date of the original filing the amount of the filing fee shall be prorated for that portion of the

2173 UNIFORM LIMITED PARTNERSHIP LAW §620.10

year the limited partnership has existed between the original filing date and the next ensuing January 1st. Such certificate of authority to be issued by the secretary of state shall be prima facie evidence of the right of such limited partnership to do business under the terms and provisions of this chapter and shall be considered as the payment to the state for the rights, privileges, protection and benefits conveyed by the provisions of this chapter, and no such limited partnership shall do business in this state without first having obtained the certificate of authority of the secretary of state for the ensuing year.

3. For filing and indexing any papers required by this chapter to be filed by the secretary of state, one cent a line.

4. The clerk of the circuit court shall receive as compensation for the recording of any papers required hereby, fees as provided in §28.24, Florida Statutes.

Hlstory.-§2, ch. 21887, 1943.

620.03 Business which may be carried on.A limited partnership may carry on any business which a partnership without limited partners may carry on.

Hi&tory.-§3, ch. 21887, 1943.

620.04 Character of limited partners' contribution.-The contributions of a limited p,artner may be cash or other property, but not services.

Histor;r.-§4, ch. 21887, 1943.

620.05 Name of limited partnership; use of partner's surname; exceptions.-

(!) The name of every limited partnership shall contain the word (Limited) or its abbreviation (Ltd.) with a conspicuous sign exhibiting this name at every place of business.

(2) The surname of a limited partner shall not appear in the partnership name unless:

(a) There is sufficient designation attached to his surname to indicate that he is a limited partner, or,

(b) It is also the surname of a general partner, or,

(c) Prior to the time when the limited partner became such, the business had been carried on under a name in which his surname appeared.

(3) A limited partner, whose name appears in a partnership name, contrary to the provision of subsection (2), is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge thai he is not a general partner.

Hlstory.-§5, ch. 21887, 1943.

620.06 Liability for false statements in certificate.-If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the. statement to be false:

(1) At the time he signed the certificate, or, (2) Subsequently, but within a sufficient time

before the statement was relied upon to enable him to cancel or amend the certificate, or to file

a petition for its cancellation or amendment as provided in §620.25(3).

Hl&tory.-§6, ch. 21887, 1948.

620.07 Limited partner not liable to creditors.-A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business or violates §620.05.

Hlstory.-§7, ch. 21887, 1943.

620.08 Admission of additional limited partners.-After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of §620.25.

History.-§8, ch. 21887, 1943.

620.09 Rights, powers and liabilities of general partner.-A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners a general partner or all of the general partners have no authority to:

(1) Do any act in contravention of the certificate,

(2) Do any act which would make it impossible to carry on the ordinary business of the partner.ship,

(3) Confess a judgment against the partnership,

( 4) Possess partnership property or assign their rights in specific partnership property for other than a partnership purpose,

(5) Admit a person as a general partner, (6) Admit a person as a limited partner,

unless the right so to do is given in the certificate,

(7) Continue the business with partnership property on the death, retirement or insanity of a general partner, unless the right so to do is given in the certificate.

Hlstory.-§9, ch. 21887, 1943.

620.10 Rights of limited partner.-(!) A limited partner shall have the same

rights as a general partner to: (a) Have the partnership books kept at the

principal place of business of the partnership, and at all times to inspect and copy any of them;

(b) Have on demand true and full information of all things affecting the partnership, and a formal account of partnership affairs whenever circumstances render it just and reasonable; and,

(c) Have dissolution and winding up by decree of court.

(2) A limited partner shall have the right to receive a share of the profits or other compensation by way of income, and to the return of his contribution as provided in §§620.15 and 620.16.

Hlstory.-§10, ch. 21887, 1943.


620.11 Status of person erroneously believing himself limited partner.-A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership is not, by reason of his exercise of the rights of a limited partner, a general partner with the person or in the partnership carrying on the business, or bound by the obligations of such person or partnership; provided, that on ascertaining the mistake he promptly renounces his interest in the profits of the business or other compensation by way of income.

Hlstory.-§11, ch. 21887, 1943.

620.12 One person both general and limited partner.-

(1) A person may be a general partner and a limited partner in the same partnership at the same time.

(2) A person who is a general, and also at the same time a limited partner, shall have all the rights and powers and be subject to all the restrictions of a general partner; except, that in respect to his contribution, he shall have the rights against the other members which he would have had if he were not also a general partner.

Hlstory.-§12, ch. 21887, 1943.

620.13 Loan and other business transactions with limited partner.-

(1) A limited partner also may loan money to and transact other business with the partnership, and unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall in respect to any such claim:

(a) Receive or hold as collateral security any partnership property, or,

(b) Receive from a general partner or the partnership any payment, conveyance or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.

(2) The receiving of collateral security, or a payment, conveyance or release in violation of the provisions of subsection (1) is a fr~ud on the creditors of the partnership.

History.-§13, ch. 21887, 1943.

620.14 Relation of limited partners inter se. -Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income or as to any other matter. If such an agreement is made it shall be stated in the certificate, and in the absence of such a statement all the limited partners shall stand upon equal footing.

History.-§14, ch. 21887, 1943.

620.15 Compensation of limited partner.A limited partner may receive from the partnership the share of the profits or the compensation

by way of income stipulated for in the certificate; provided, that after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership, except liabilities to limited partners on account of their contributions and to general part-ners.

History.-§15, ch. 21887, 1943.

620.16 Withdrawal or reduction of limited partner's contribution.-

(!) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until:

(a) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partner-ship sufficient to pay them, ·

(b) The consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subsection (2), and,

(c) The certificate is cancel~d or so amended as to set forth the withdrawal or reduction.

(2) Subject to the provisions of subsection (1), a limited partner may rightfully demand the return of his contribution:

(a) On the dissolution of a partnership, or, (b) When the date specified in the certificate

for its return has arrived, or, (c) After he has given six months' notice

in writing to all other members, if no time is specified in the certificate either for the return of the contribution or for the dissolution of the partnership.

(3) In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of his contribution, . has only the right to demand and receive cash in return for his contribution.

( 4) A limited partner may have the partnership dissolved and its affairs wound up when:

(a) He rightfully but unsuccessfully demands the return of his contribution, or,

(b) The . other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment as required by subsection (1) (a) and the limited partner would otherwise be entitled to the return of his contribution.

History.-§16, ch. 21887, 1943.

620.17 Liability of limited partner to partnership.-

(1) A limited partner is liable to the partnership:

(a) For the difference between his contribution as actually made and that stated in the certificate as having been made; and,

(b) For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.

(2) A limited partner holds as trustee for the partnership :


(a) Specific property stated in the certificate as contributed by him, but which was not contributed or which has been wrongfully returned, and,

(b) Money or other property wrongfully paid or conveyed to him on account of his contribution.

(3) The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.

( 4) When a contributor has rightfully received the return in whole or in part of the capital of his contribution, he is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.

History.-§17, ch. 21887, 1943.

620.18 Nature of limited partner's interest in partnership.-A limited partner's interest in the partnership is personal property.

Hlstory.-§18, ch. 21887, 1943.

620.19 Assignment of limited partner's interest.-

(1) A limited partner's interest is assignable.

(2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership.

(3) An assignee, who does not become a substituted limited partner, has no right to require any information or account of the partnership transactions or to inspect the partnership books; he is only entitled to receive the share of the profits or other compensation by way of income, or the return of his contribution to which his assignor would otherwise be entitled.

( 4) An assignee shall have the right to become a substituted limited partner if all the members (except the assignor) consent thereto or if the assignor, being thereunto empowered by the certificate, gives the assignee that right.

(5) An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with §620.25.

(6) The substituted limited partner has all the rights and powers, and is subject to all the restrictions and liabilities of his assignor, except those liabilities of which he was ignorant at the time he became a limited partner and which could not be ascertained from the certificate.

(7) The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under §§620.06 and 620.17.

Hlstory.-§19, ch. 21887, 1943.

620.20 Effect of retirement, death or insanity of general partner.-The retirement, death or

insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners:

(1) Under a right so to do stated in the certificate, or,

(2) With the consent of all members. Hlstory.-§20, ch. 21887, 1943.

620.21 Death of limited partner.-(1) On the death of a limited partner his

executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate, and such power as the deceased had to constitute his assignee a substituted limited partner.

(2) The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner.

Hlstory.-§21, ch. 21887, 1943.

620.22 Rights o·f creditors of limited partner.-

(1) On due application to a court of competent jurisdiction by any creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of such claim; and may appoint a receiver, and make all other orders, directions and inquiries which the circumstances of the case may require.

(2) The interest may be redeemed with the separate property of any general partner, but may not be redeemed with partnership property.

(3) The remedies conferred by subsection (1) shall not be deemed exclusive of others which may exist.

( 4) Nothing in this chapter shall be held to deprive a limited partner of his statutory exemption.

History.-§22, ch. 21887, 1943.

620.23 Distribution of assets.-(1) In settling accounts after dissolution

the liabilities of the partnership shall be entitled to payment in the following order:

(a) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions, and to general partners,

(b) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions,

(c) Those to limited partners in respect to the capital of their contributions,

(d) Those to general partners other than for capital and profits,

(e) Those to general partners in respect to profits, . '

(f) Those to general partners in respect to capital.

(2) Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital, and in respect to their claims for profits or for compensation by way of income on their contributions respective-


ly, in proportion to the respective amounts of such claims.

Ill story .-§23, ch. 21887, 1943.

620.24 When certificate canceled or amended.-

(1) The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.

(2) A certificate shall be amended when: (a) There is a change in the name of the

partnership or in the amount or character of the contribution of any limited partner,

(b) A person is substituted as a limited partner,

(c) An additional limited partner is admitted,

(d) A person is admitted as a general partner,

(e) A general partner retires, dies or becomes insane, and the business is continued under §620.20,

(f) There is a change in the character of the business of the partnership,

(g) There is a false or erroneous statement in the certificate,

(h) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution,

(i) A time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate, or,

(j) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

Hlstory.-§24, ch. 21887, 1943.

620.25 Requirements for amendment and cancellation of certificate.-

(1) The writing to amend a certificate shall: (a) Conform to the requirements of §620.02

(1) (a) as far as necessary to set forth clearly the change in the certificate which it is desired to make, and,

(b) Be signed and sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.

(2) The writing to cancel a certificate shall be signed by all members.

(3) A person desiring the cancellation or amendment of a certificate, if any person designated in subsections (1) and (2) as a person who must execute the writing refuses to do so, may petition the circuit court in the county where the principal place of business of the limited partnership is located to direct a cancellation or amendment thereof.

( 4) If the court finds that the petitioner has a right to have the. writing executed by a person who refuses to do so, it shall order the secretary of state to record the cancellation or amendment of the certificate; and where the certificate

is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment.

(5) A certificate is amended or canceled when there is filed for record in the office of the secretary of state where the certificate is recorded:

(a) A writing in accordance with the provisions of subsection (1) or (2), or,

(b) A certified copy of the order of court in accordance with the provisions of subsection (4).

(6) After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be for all purposes the certificate provided for by this chapter.

Hlstory.-§25, ch. 21887, 1943.

620.26 Parties to actions.-A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership.

Hlstory.-§26, ch. 21887, 1943.

620.27 Short title.-This chapter may be cited as the uniform limited partnership law.

History.-§27, ch. 21887, 1943.

620.28 Rules of construction.-(1) The rule that statutes in derogation of

the common law are to be strictly construed shall have no application to this chapter.

(2) This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

(3) This chapter shall not be so construed as to impair the obligations of any contract existing on May 31, 1943, nor to affect any action on proceedings begun or right accrued before May 31, 1943.

Hlstory.-§28, ch. 21887, 1943.

620.29 Rules for cases not provided for in this chapter.-In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.

History.-§29, ch. 21887, 1943.

620.30 Service of process on limited partnerships.-When any original process is sued out against a limited partnership, the service of said process on any general partner in the limited partnership shall be as valid as if served on each individual member thereof; and the plaintiff may, after service upon any one member as aforesaid, proceed to judgment and execution against the limited partnership and the general partners individually. Service of process as provided by §47.16 of the Florida Statutes, shall apply to limited partnerships organized under this chapter.

Hlstory.-§30, ch. 21887, 1943.

620.31 Duty of secretary of state.-The secretary of state each year shall compile a list of the names of all limited partnerships who secured certificates of authority during the previous year and who failed for six months to


secure a new certificate of authority or a renewat of their certificate of authority, and to publish such list in a newspaper one time in the county in which the horne office of such limited partnership is located and such notice shall state that such partnership did not renew its certificate of authority to do business under this chapter. It is declared to be the policy of this chapter that the rights, privileges and benefits granted to limited partnerships by this chapter are on an annual basis or from year to year and are granted only after such limited partnership has met the requirements hereof regarding securing certificate of authority or renewal thereof.

Hlstory.-§31, cb. 21887, 1943.

620.32 Secretary of state to prescribe forms.-The secretary of state shall prescribe

the form and furnish the blanks upon request to make the annual reports called for in this chapter. It shall be the duty ·of the secretary of state to examine the reports when received and if the information called for in this chapter is given in such reports he shall file the same as information and keep such reports as public records. He shall pay into the state treasury, to be used for such purposes as the legislature may determine, all moneys collected under the provisions of this chapter. Such amounts for printing forms, postage, files, clerical and other expenses found to be actually necessary in carrying out the provisions of this chapter are hereby appropriated from such funds, not to exceed five thousand dollars in any one year.

Hlstory.-§32, cb. 21887, 1943.

§622.'01 FOREIGN UNINCORPORATED ASSOCIATIONS 2178

CHAPTER 622 FOREIGN UNINCORPORATED ASSOCIATIONS

622.01 Chapter permissive. 622.02 Definitions. 622.03 Qualification.

622.01 Chapter permissive.-Qualification in compliance with this chapter is not and shall not be mandatory, and is and shall be optional, as a permissive alternative to compliance with any other law or laws with respect to the trade, business or fictitio1.1s name or style, and the recording, registration or publication thereof, under which business may be transacted by an unincorporated association, company or group of persons; but no foreign association, as defined hereinafter, shall enjoy or exercise the powers conferred by this chapter unless it shall have qualified in compliance herewith.

History.-§1, cb. 23897, 1947.

622.02 Definitions.-(!) FOREIGN ASSOCIATION.-The term

"Foreign association" as used in this chapter shall mean and include any unincorporated joint stock association for profit created and ex~sting under the laws of any st~te other than this state, or of the District of Columbia or of any territory or possession of the United States engaged in any business or businesses othe~ than the banking, trust or insurance business ~nd having ;v:itten. articles of association, cap~ Ital stock divided mto shares and a name including the word "company" o~ "association" or "s~ciety"; but shall not mean nor include any unmcorporated association, company or group of persons engaged in the banking trust or in-surance business. '

(2) ASSOCIATION.-The term "association" as used in this chapter shall mean and include any foreign association that shall have qualified, in the manner permitted by this chapt~r, to transact business and acquire, hold and dispose of property and sue and be sued in this state.

History.-§2, cb. 23897, 1947.

. 622.03 Qua~ification.-Any foreign association may qualify to transact business and acquire, ho.ld a~d dispose of property and sue and be .sued m this stat~, by complying with all requirements of law, mcluding but not limited to the paying of all fees, taxes and other charges, now or hereafter prescribed for qualification by foreign corporations for profit to transact business in this state, and all laws heretofore or hereafter enacted prescribing requirements to be observed by foreign corporations for profit in so qualifying shall apply to and govern and c~mtrol such qualification by foreign associatiOns, except that in lieu of filing an authenticated copy of any charter, or certificate of incorporation, or articles of incorporation the foreign association shall file a duly authenticated copy of its written articles of association.

History.-§3, cb. 23897, 1947.

622.04 Process.-Every association shall comply with all requirements of law, including

622.04 622.05 622.06 622.07

Process. Annual reports. Name. Powers.

but not limited to the paying of all fees and charges, now or hereafter prescribed for the designation and maintenance of an office for the service of process, the appointment of a resident agent upon whom process may be served, and the acceptance of such appointment, by foreign corporations for profit qualified to transact business in this state, and all laws heretofore or hereafter enacted with respect to such offices and agents shall apply to and govern and control. all associations.

Hlstory.-§4, ch. 23897, 1947. Am. §11, ch. 25035, 1949.

622.05 Annual reports.-Every association shall comply with all requirements of law including but not limited to the paying of all fees, taxes and other charges, now or hereafter pres~ribed for th.e filing of annual reports by foreign corporatiOns for profit qualified to transact business in this state, except railroad, pullman, telephone, telegraph and insurance companies, and all laws heretofore or hereafter enacted with respect to such reports shall apply to .and govern and control all associations.

H•story.-§5, ch. 23897, 1947.

622.06 Name.-Every association may transact business in this state in its name without including as a part thereof, or dispiaying or publishing in connection or conjunction there~it~, the words "no~ incorporated," or any simil:;tr word~, and Without making any other showmg or display of the fact that it is unincorpora~ed! an~ without recording, registering or pubhshmg Its name as a trade, business or fictitious name. Any other law or laws heretofore or hereafter enacted with respect to an unincorporated association, company or group of persons d?i.ng business under any trade, business or fictitwus name or style including the wor~ "company" or "association" or "society," or With respect to the recording, registration or publication of any trade, business or fictitious name or style, shall not apply to nor govern ?Or control an association, and every association Is and shall be exempted from the provisions and requirements thereof.

Hlstory.-§6, cb. 23897, 1947.

622.07 Powers.-Ev.ery association shall have power and authority to transact business and acquire, hold and dispose of property and sue and be sued in this state; provided that such association shall file with the secretary of state of the State of Florida a sworn statement setting forth the name under which such association is authorized to transact business and acquire, hold and dispose of property, and the style by which it is prescribed that such association shall sue and be sued, under the law or laws under which it shall have been created and shall be existing.

Hhtory.-§7, ch. 23897, 1947.

TITLE XXXV INSURANCE

CHAPTER 625 INSURANCE, INDEMNITY AND SURETY; GENERAL PROVISIONS

625.01 Definitions. 625.02 Capital stock of insurance and surety com

panies; amount and par value. 625.03 Reduction of capital stock of insurance

company. 625.04 Filing of certificate and transacting busi

ness after reduction. 625.05 Selling insurance stock at discount; pen

alties. 625.06 Testifying at trial of person or corporation

charged with violating §625.05. 625.07 Failure to furnish data to insurance com

missioner in investigation of insurance company.

625.08 Attorney's fees in certain cases upon contracts and policies of insurance.

625.09 Failure of insurance or surety company to pay judgment; effect.

625.10 Effect of attaching unlawful provisions to fire insurance policy.

625.11 Notice of revocation of certificate to be given.

625.12 Transacting business while certificate stands revoked.

625.13 Return of unearned premium for excess insurance.

625.14: Payment of dividend; regulations. 625.15 Person selling stock in insurance company

not to receive more than ten per cent of sales; officers must not participate in commission; penalty.

625.01 Definitions.-In construing. the provisions of these statutes and of laws hereafter enacted relating to insurance, indemnity and sureties, where the context permits, the word, phrase or term:

(1) "Agent" or "insurance agent" shall include any person:

(a) Who solicits insurance and procures applications therefor, who shall be held to be the agent of the person issuing a policy upon such application, anything in the application or policy to the contrary notwithstanding;

(b) In this state, who re·ceives or receipts for any money on account of or for any insurer, or who receives or receipts for money from other persons to be transmitted to any insurer for a policy or contract of insurance, or any renewal thereof, although such policy of insurance is not signed by him as agent or representative of such insurer;

(c) Who solicits insurance, indemnity or surety contracts, or who, in any wise, directly or indirectly, makes or causes to be made any contract of insurance for or on account of

625.16 625.17

625.18

625.19

625.20

625.21

625.22

625.23

625.24

625.25

625.26 625.27 625.28 625.29 625.30

625.31 625.32 625.33

Certificate to insure live stock. Foreign insurance company doing business

without a license. Punishment for making false claims to in

surance companies and other dishonest conduct.

Insurers not to offer certain inducements or rebates.

Insurers not to offer stocks, bonds, etc., as inducement.

Misrepresenting terms of insurance policy by officer, agent, etc.

Mutual insurance companies; licensing agents.

Prohibiting commissions contingent upon adjustment savings.

Revoking certificate of authority; reinstatement.

License; cancellation, suspension, reinstate-ment.

Penalty for violation of chapter. Definitions; additional. Short title. Purpose of § §625.29-625.33. Service of process upon unauthorized in-

surer. Defense of action by unauthorized insurer. Attorney fees. Exemptions.

any insurer, shall be deemed, to all intents and purposes, an agent or representative of such insurer, anything in the application or contract to the contrary notwithstanding;

(d) Any member of a partnership or association, or any stockholder, officer or agent of a corporation, permitted by law to solicit, negotiate or affect insurance, indemnity or surety contracts, where said partnership, association or corporation holds a direct agency appointment from any insurer.

(2) "Benevolent mutual benefit associations" or "benevolent mutual benefit societies" is any corporation, society or other association operated on the assessment plan, organized and created solely to protect and benefit its members from losses occasioned by dismemberment, or to benefit the widows, orphans, heirs, devisees or estates of its deceased members.

(3) "Fraternal benefit society" is any corporation, society, order, or voluntary association, without capital stock, organized and carried on for the mutual benefit of its members and their beneficiaries, and not for profit, hav-

2179

§625.02 INSURANCE, INDEMNITY AND SURETY; GENERAL PROVISIONS 2180

ing a lodge system with ritualistic form of work and representative form of government, and which make provisions for the payment of benefits to its members or their beneficiaries.

( 4) "Insurance commissioner", "commissioner", or "state treasurer" shall mean the treasurer of the State of Florida.

(5) "Insured" is any person, firm, partnership, association, corporation or other organization or group who obtain insurance, indemnity or surety from another who is called the insurer.

(6) "Insurer" is any person, firm, partnership, association, corporation or other organization or group who issue, or enter into, contracts or policies of insurance, indemnity or surety with another who is called the insured.

(7) "Life insurance company" or "life insurer"; every insurer, including sick and funeral benefit associations, engaged in the business of issuing life insurance or annuity contracts, including contracts of combined life, health and accident insurance, the reserve fund of which for the fulfillment of such contracts comprise more than fifty per cent of its total reserve funds, or such other reserves as may be required under any law or regulation of the United States, now or hereafter in force, is declared to be a life insurance company.

(8) "Sick and funeral benefit insurance" is any policy, contract or agreement whereby an insurer stipulates to provide for the insured either medical attention, medicine, care during disability caused by sickness or injury, expenses of funeral in case of death or the money necessary for any of the aforesaid purposes in lieu of such services.

Hlstory.-§§3, 7, ch. 1863, 1872; RS 2224; §§1, 7, ch. 4380, 1895; §3, ch. 4677, 1899; §1, ch. 6222, 1903; §1, ch. 6459, 1905; GS 2766, 2777; §1, ch. 6847, 1916; §1, ch. 6970, 1915; §1, ch. 7299; 1917; §1, ch. 7871, 1919; §1, ch. 7872, 1919; RGS 4256, 4266, 4300, 4427; §1, ch. 10163, 1925 ; · CGL 6207, 6208, 6222, 6260, 6391; §1, ch. 13663, 1929; §1, ch. 14741, 1931; §1, ch. 16885, 1933; §1, ch. 17069, 1935; CGL 1936 Supp. 6212(2), 6494(23); §1, ch. 19306, 1939; CGL 1940 Supp. 6227(10); §1, ch. 20263, 1941. cf.-§639.04, Funeral contracts.

625.02 Capital stock of insurance and surety companies; amount and par value.-Every insurance or surety company incorporated under the laws of this state, unless otherwise expressly provided, shall have not less than one hundred thousand dollars capital stock, which shall be divided into shares having a par value of not less than ten dollars nor more than one hundred dollars each, payable in lawful money of the United States.

Hlstory.-§§2216, 2226 RS 1892; GS 2756, 2780; §1, ch. 5890, 1909 ; §1, ch. 7867, 1919; RGS 4243, 4327; §1, ch. 9149, 1923; CGL 6193, 6290.

625.03 Reduction of capital stock of insurance company.-When the capital stock of any inst1rance company organized in ·this state is impaired, such company may, upon a vote of the majority of the stock represented at a meeting legally called for that purpose, reduce its capital stock and the number of shares thereof to an amount not less than the minimum sum required by law. But no part of its assets and property shall be distributed to

its stockholders. Within ten days after such meeting the company shall submit to the insurance commissioner a certificate setting forth the proceedings thereof and the amount of such reduction and the assets and liabilities of the company, signed and sworn to by its president, secretary and a majority of its directors. The said commissioner shall examine the facts in the case, and if the same conform to law, and in his judgment the proposed reduction may be made without prejudice to the public, he shall endorse his approval upon the certificate.


625.04 Filing of certificate and transacting business after reduction.-Upon filing the certificate with the secretary of state and paying a fee of five dollars for the filing thereof, the company may transact business upon the basis of such reduced capital as though the same were its original capital, and its charter shall be deemed to be amended to conform thereto, and the insurance commissioner shall issue his certificate to that effect. Such company may, by a majority vote of its directors, after such reduction, require the return of the original certificate of stock held by each stockholder in exchange for new certificates it may issue in lieu thereof for such number of shares as each stockholder is entitled to in the proportion that the reduced capital bears to the original capital.


625.05 Selling insurance stock at discount; penalties.-N o insurance company, organized and chartered under the laws of this state, shall sell or allow to be sold any of the stock of said insurance company at a greater discount than ten per cent of face or par value of said stock within two years from the date of the filing of the charter of said insurance company with the secretary of this state.

For a violation of the provisions of this section, by any insurance company of this state, the officers of such insurance company, or any persons for or on its behalf, authorizing or sanctioning the sale of any stock of such insurance company shall also be deemed guilty of a misdemeanor and upon conviction be fined not less than one hundred nor more than five hundred dollars, or, in the discretion of the court, be imprisoned in the county jail for a period of not less than two nor more than six months, and the certificate of such company to transact business in this state shall thereupon be revoked.

Hlstory.-§§1, 2, ch. 6844, 1916; RGS 4245, 6740; CGL 6195, 7967. cf.-§775.06, Alternative punis hment.

625.06 Testifying at trial of person or corporation charged with violating §625.05.-N o person shall be excused from testifying or from producing any books, papers, contracts, agreements or documents at the trial or hearing of any person, firm, company, corporation or association, charged with violating the provisions of §625.05 on the ground that such

2181 INSURANCE, INDEMNITY AND SURETY; GENERAL PROVISIONS §625.13

testimony may tend to incriminate himself, but no person shall be compelled so to testify or produce evidence, documentary or otherwise, except for perjury committed in so testifying.


625.07 Failure to furnish data to insurance commissioner in investigation of insurance company.-Any person failing or refusing to furnish all the data and information that may be required by the insurance commissioner in any investigation made by said commissioner in endeavoring to ascertain a violation of the provisions of §625.05 shall be deemed guilty of a misdemeanor and upon conviction be fined not less than one hundred nor more than five hundred dollars, or in the discretion of the court, to imprisonment in the county jail.

Hi8tory.-§2, ch. 6844, 1915; RGS 5742; CGL 7969. cf.-§775.06, Alternative punishment.

625.08 Attorney's fees in certain cases upon contracts and policies of insurance.-Upon the rendition of a judgment or decree by any of the courts of this state against any insurer in favor of the beneficiary under any policy or contract of insurance executed by such insurer, there shall be adjudged or decreed against such insurer, and in favor of the beneficiary named in said policy or contract of insurance, a reasonable sum as fees or compensation for his attorneys or solicitors prosecuting the suit in which the recovery is had.

The amount to be recovered for fees and compensation for attorneys and solicitors against such insurer shall be ascertained and fixed by the court in chancery cases or a jury in common law actions, from testimony adduced for that purpose, and shall be included in the judgment or decree rendered in such cases.

History.-§§1, 2, ch. 4173, 1893; GS 2774· §§1 2 ch. 7295, 1917; RGS 4263; CGL 6220. ' ' '

625.09 Failure of insurance or surety company to pay judgment; effect.- Every judgment or decree for the recovery of money, heretofore or hereafter entered in any of the courts of this state, against any insurer or surety company holding a certificate of authority from the insurance commissioner shall be fully satisfied within three month~ from and after the entry thereof, or in the case of an appeal from such judgment or decree then within three months from and after the affirmance of the same by the appellate court. If the said judgment or decree is not satisfied as aforesaid and proof thereof is made by filing, with the insurance commissioner, a certified transcript of the docket of such judgment or decree together with a certificate by the clerk of the court wherein the judgment or decree was entered that such judgment or decree remains unsatisfied in whole or in part, after the time aforesaid' the said commissioner shall forthwith revok~ all authority or license for the transaction of

any kind of business within this state conferred upon any such insurer or surety company under the provisions of these laws. Said commissioner shall also withhold from such insurer or surety company any new certificate of authority until such judgment or decree is wholly paid and satisfied and proof thereof is filed with said commissioner under the official certificate of the clerk of the court wherein the judgment was recovered, showing that the same is satisfied of record and until the expenses and fees incurred in the case are also paid by such insurer or surety company.

Hlstory.-18, ch. 1863, 1872; RS 2225, 2237; §3, ch. 4934, 1901; GS 2773, 2799; RGS 4262, 4346; CGL 6219 6308. •

625.10 Effect of attaching unlawful proyisions to ~re il!surance policy.-Whenever any msurer writes mto, or attaches to, any policy of fire insurance on any building or structure, any provision or condition conflicting with the provisions of §631.04, and complaint thereof is made to the commissioner by the policyholder, the commissioner shall forthwith revoke all authority or license for the transaction of business within this state conferred upon such insurer under the provisions of these insurance laws. The said commissioner shall withhold from such insurer any new certificate of authority until a new policy shall be issued to the complaining policyholder without such obnoxious provision or condition.

Illstory.-§8, ch. 1863, 1872; RS 2225; §3, ch. 4934 1901; GS 2773; RGS 4262; CGL 6219. '

625.11 Notice of revocation of certificate to be given.-Whenever the insurance commissioner revokes the certificate of authority of any insurer or surety company, for failure to pay any judgment or decree or for attaching an unlawful provision to a fire insurance policy, he shall forthwith cause notice of such revocation to be published in some weekly or daily newspaper published in Tallahassee or Jacksonville, Florida, for at least one week.

History .-§8, ch. 1863, 1872; RS 2225, 2237; §3, ch. 4934 1901; GS 2773; RGS 4262, 4346; CGL 6219, 6308. '

625.12 Transacting business while certificate stands revoked.-It is unlawful, during the time their certificate stands revoked for failure to pay a judgment or decree or for attaching an unlawful provision to a fire insurance policy, for any insurer or surety company, or any of their agents or officers, to issue or renew any policy of insurance or surety contract, except such as are absolutely necessary in closing up its affairs in the state.

History.-§8, ch. 1863, 1872; RS 2225, 2237; §3, ch. 4934, 1901; GS 2773; RGS 4262, 4346; CGL 6219, 6308.

625.13 Return of unearned premium for excess insurance.-In the event of a total loss or destruction of any personal property on which the amount of the appraised or agreed loss shall be less than the total amount insured thereon, the insuring company shall return to the insured the unearned premium for the excess of insurance over the appraised or


agreed loss, to be paid at the same time and in the same manner as the loss shall be paid; and the said unearned premium shall be a just and legal claim against the said insurance company.


625.14 Payment of dividend; regulatioils.No stock insurance company organized in this state shall make a dividend, either in cash or stock certificate, except from its undivided profits or actual net surplus computed, as required by law, in its annual statements, nor shall any such company which has ceased to do new business of insurance, divide any portion of its assets, except surplus, to its stockholders, until it shall have performed or canceled its policy obligations.

No dividend shall be made by any company incorporated in this state when its capital stock is impaired, or when the making of such dividend would . have the effect of impairing its capital stock; and any dividend so made shall subject the directors voting for such dividend to a joint and several liability to the creditors of said company to the extent of the dividend so made.


625.15 Person selling stock in insurance company not to receive more than ten per cent of sales; officers must not participate in commission; penalty.-No officer, agent or other person selling, or . negotiating stock in any insurance company in this state shall receive either directly or indirectly more than ten per cent .of the sale of any of said stock. No president, vice-president, secretary, treasurer, or director or any other executive officer of any insurance company shall participate in the commissions received by any person selling, negotiating the sale of any stock of any insurance companies either directly or indirectly; and any person violating the provisions of this section shall be deemed guilty of a misdemeanor and upon conviction be fined not less than one hundred dollars nor more than five hundred dollars, or in the discretion of the court to imprisonment in the county jaiL

History.-§§1, 2, ch. 7297, 1917; RGS 5743; CGL 7970. cf.-§775.06, Alternative punishment.

625.16 Certificate to insure live stock-Insurers, who have othenv ise complied with the provisions of the laws of Florida governing insurance companies, may receive a certificate of authority to insure live stock or other domestic animals upon furnishing evidence, to the satisfaction of the insurance commissioner, that such insurers are possessed of and have actually invested at least one hundred thousand dollars in United States bonds, bonds of the several states, bonds of counties or municipalities of this state, or in first mortgages on real estate worth double the amount loaned thereon.

Hlstory.-§1, ch. 6517, 1913; §1, ch. 6852, 1915; RGS 4255; CGL 6206.

625.17 Foreign insurance company doing business without a license.-Any foreign in-

surer of any class whatever doing business in this state without a license so to do shall be subject to a fine of five hundred dollars for each offense, to be recovered by suit brought by the attorney general or a state solicitor in the name of the state.

Jllstory.-§1, ch. 6854, 1915; RGS 5322; CGL 7450.

625.18 Punishment for making false claims to insurance companies and other dishonest conduct.-Any agent, collector, physician or other person who shall cause to be presented, to any insurer licensed to do business in this state, a false claim for payment, knowing the same to be false, or any agent, solicitor or collector who shall represent any such insurer, or collect or do business without the authority of the insurer, or secure cash advances by false statements, or shall fail to turn over when required or satisfactorily account for all collections of such insurer, licensed to do business in this state, shall be guilty of a misdemeanor, and, upon conviction thereof, shall be fined not exceeding two hundred dollars or imprisoned not exceeding ninety days.

Iilstory.-§1, ch. 6856, 1915; RGS 5201; CGL 7305. cf.-§775.06, Alternative punishment.

625.19 Insurers not to offer certain inducements or rebates.-No insurer, by itself or any other party, and no insurance agent, solicitor or broker, personally or by any other party, shall offer, promise, allow, give, set off or pay, directly or indirectly, as inducement for insurance on any risk in this state now or hereafter to be written, any rebate of, or part of the premium payable on the policy, or on any policy, or of agent's commission thereon, or earnings, profit, dividends or other benefits founded, arising, accruing or to accrue on such insurance or therefrom, or any other valuable consideration or inducement to or for insurance which is not specified, promised or provided for in the policy contract of insurance.

History.-§1, ch. 6849, 1915; §1, ch. 7870, 1919; RGS 4268; CGL 6225.

625.20 Insurers not to offer stocks, bonds, etc., as inducements.-N o insurer, or insurance agent, solicitor, collector or broker, personally or otherwise, shall offer, promise, give, sell or purchase, as inducement to insurance or in connection therewith, any stocks, bonds, securities or property or any dividends or profits, accruing or to accrue thereon, or, except as specified in the policy contract, offer, promise or give any other thing of value whatsoever as an in-ducement to insurance. ·

Hlstory.-§1, ch. 6849, 1915; §1, ch. 7870, 1919; RGS 4268; CGL 6225.

625.21 Misrepresenting terms of insurance policy by officer, agent, etc.-

(1) No insurer, or any officer, director, agent, broker or solicitor thereof shall issue, circulate, or use or cause or permit to be issued, circulated or used, any written or oral statement, or circular, misrepresenting the terms of any policy issued or to be issued by such insurer, or misrepresenting the benefits or privileges prom-


ised under any such policy, or estimating the future dividends payable under such policy;

(2) No insurer, officer, director, agent, solicitor or broker, or any person, firm, association or corporation shall make any misrepresentation or incomplete comparison of policies, oral, written or otherwise, to any person insured in any insurer for the purpose of inducing or tending to induce a policyholder in any insurer to lapse, forfeit or surrender his insurance thereon or to take out a policy of insurance in another insurer.

(3) Any insurer, agent, solicitor or broker, or any person, violating the provisions of this section shall be guilty of a misdemeanor, and upon conviction thereof may be sentenced to pay a fine of one hundred dollars for each and every violation, or to imprisonment in the county jail of the county in which the offense is committed for a period of not more than six months. The insurance commissioner may in his discretion revoke the license issued to any insurer, agent, solicitor, or broker convicted of a violation of this section.

Hlstory.-§2, ch. 6849, 1915; RGS 5737; CGL 7964. cf.-§775.06, Alternative punishment.

625.22 Mutual insurance .companies; licensing, agents.--All mutual msurance companies, other than life, now or hereafter licensed to transact business in this state, shall issue policies only through and have them countersigned by resident agents. At the time its license is issued or renewed every such company shall certify to the insurance commissioner that it will transact business in Florida only through such resident agents, and further, whether its agents will be paid upon a commission basis or upon a salary basis. All the agents of any such company shall be compensated in the same manner, either by commission or by salary, but not by both commission and salary. The agents of any such company shall, upon compliance with all other provisions of law relating to the qualification and licensing of agents, be licensed to solicit, negotiate or effect contracts of insurance, surety or indemnity, upon the basis of compensation selected by such company and certified by it to the insurance commissioner at the time its license to do business within the state was issued or renewed.

History.-§1, ch. 21678, 1943.

625.23 Prohibiting commissions contingent upon adjustment savings.-It shall be unlawful for any insurer to enter into any agreement or understanding with its general or state agent or for any insurer, either directly or through its general or state agent, to enter into any agreement or understanding with any local resident agent of such insurer, in this state, the effect of which is to make the net amount of any such agent's commissions on policies of insurance negotiated and issued by such insurer in this state contingent upon savings effected in the adjustment, settlement and payment of losses covered by such insurer's policies, and in pursuance of which agreement or understanding said agent acts as adjuster for claims under

such policies and pays claims incurred by such insurer under said policies from a stated percentage of the premiums collected or remitted to such agent thereon and retained by him; and any such agreements and understandings now existing are declared unlawful and shall be terminated immediately. Provided, nothing herein shall be construed to apply to or affect any contingent commissions agreement under which the general or state agent or local resident agent does not pay claims arising under policies of the insurer he represents from a stated percentage of premiums collected by or remitted to such agent and retained by him.

Hlstory.-§1, ch. 23962. 1947. Am. §11, ch. 25035, 1949.

625.24 Revoking certificate of authority; reinstatement.-Any violation of §§625.23-625.27 by any such insurer or its general or state agent shall be grounds for revocation of such insurer's certificate of authority to engage in business in this state. The insurance commissioner of this state may in his discretion revoke such certificate of authority after having determined in pursuance of due hearing held before him, upon not less than twenty days' notice to such insurer, that such insurer has violated the provisions of §§625.23-625.27; and when any such certificate of authority has been so revoked, the same shall not be reinstated or renewed prior to six months from date of such revocation and then only after the insurance commissioner is satisfied that such insurer shall abide by the provisions of §§625.23-625.27.

Hlstory.-§2, ch. 23962, 1947. Am. §11, ch. 25035, 1949.

625.25 License; cancellation, suspension, reinstatement.-If any local resident agent of an insurer in this state shall act as such agent under any agreement or understanding prohibited by §625.23, the same shall be grounds for cancellation or suspension of his license after due hearing and determination by the insurance commissioner in pursuance of existing statutes related to such revocation or suspension proceedings. When any such license has been revoked or suspended by the insurance commissioner, the same shall not be reinstated or renewed prior to six months from date of revocation or suspension, and then only after the insurance commission is satisfied that such agent shall abide by the provisions of §§625.23-625.27.

Hlstor) .-§3, ch. 23962, 1947.

625.26 Penalty for violation of chapter.Any insurer or general or state agent or local resident agent of any insurer who shall participate in any way in violation of the provisions of §§625.23-625.27, shall be deemed guilty of a misdemeanor and upon conviction thereof shall be punished by a fine not to exceed five hundred dollars, or by imprisonment not to exceed six months, or by both such fine and imprisonment, in the discretion of the court.

Hlstory.-§4, ch. 23962, 1947.


625.27 Definitions; additional.-The word "insurer" as used in §§625.23-625.27, shall for the purposes of said §§625.23-625.27, in addition to the definition thereof in subsections (6) and (7) of §625.01, Florida Statutes, also include benevolent mutual benefit associations or societies and fraternal benefit societies. The words "policies of insurance" as used in §§625.23-625.27, shall be construed to include any policies or contracts of insurance, indemnity or surety, including membership certificates.

Hletory.-§5, ch. 28962, 1947.

625.28 Short title.-Sections 625.28-625.33 may be cited as the unauthorized insurers process law.

Hlstory.-Comp. §7, ch. 25368, 1949.

625.29 Purpose of §§625.28-625.33.- The purpose of §§625.28-625.33 is to subject certai.n insurers to the jurisdiction of courts of this state in suits by or on behalf of insureds or beneficiaries under insurance contracts. The legislature declares that it is a subject of concern that many residents of this state hold policies of insurance issued or delivered them in this state by insurers not authorized to do business in this state, thus presenting to such residents the often insuperable obstacle of resorting to distant forums for the purpose of asserting legal rights under such policies. In furtherance of such state interest, the legislature herein provides a method of substituted service of process upon such insurers and declares that in so doing it exercises its power to protect its residents and to define, for the purpose of this statute, what constitutes doing business in this state, and also exercises powers and privileges available to the state by virtue of public law 15, 79th Congress of the United States, chapter 20, 1st Sess., S. 340, as amended, which declares that the business of insurance and every person engaged therein shall be subject to the laws of the several states.

History .-Comp. §1, ch. 25368, 1949.

625.30 Service of process upon unauthorized insurer.-

(1) Any of the following acts in this state, effected by mail or otherwise, by an unauthorized foreign or alien insurer: (a) the issuance or delivery of contracts of insurance to residents of this state or to corporations authorized to do business therein, (b) the solicitation of applications for such contracts, (c) the collection of premiums, membership fees, assessments or other considerations for such contracts, or (d) any other transaction of the business of insurance. is equivalent to and shall constitute an appointment by such insurer of the insurance commissioner of this state and his successors in office, to be its true and lawful attorney, upon whom may be served all lawful process in any action, suit, or proceeding instituted by or on behalf of an insured or beneficiary arising out of any such contract of insurance, and any such act shall be signification of its agreement that such service of process is of the same legal force and

validity as personal service of process in this state upon ·such insurer.

(2) Such service of process shall be made by delivering to and leaving with the insurance commissioner or some person in apparent charge of his office two copies thereof and the payment to him of such fees as may be prescribed by law. The insurance commissioner shall forthwith mail by registered mail one of the copies of such process to the defendant at its last known principal place of business, and shall keep a record of all process so served upon him. Such service of process is sufficient, provided notice of such service and a copy of the process are sent within ten days thereafter by registered mail by plaintiff or plaintiff's attorney to the defendant at its last known principal place of business, and the defendant's receipt, or receipt issued by the post office with which the letter is registered, showing the name of the sender of the letter and the name and address of the person to whom the letter is addressed, and the affidavit of the plaintiff or plaintiff's attorney showing a compliance herewith are filed with the clerk of the court in which such action is pending on or before the date the defendant is required to appear, or within such further time as the court m·ay allow.

(3) Service of process in any such action, suit or proceeding shall in addition to the manner provided in subsection (2) of this section be valid if served upon any person within this state who, in this state on behalf of such insurer, is (a) soliciting insurance, or (b) making, issuing or delivering any contract of insurance, or (c) collecting or receiving any premium, membership fee, assessment or other consideration for insurance; and a copy of such process is sent within ten days thereafter by registered mail by the plaintiff or plaintiff's attorney to the defendant at the last known principal place of business of the defendant, and the defendant's receipt, or the receipt issued by the post office with which the letter is registered, showing the name of the sender of the letter and the name and address of the person to whom the letter is addressed,_ and the affidavit of the plaintiff or plaintiff's attorney showing a compliance herewith are filed with the clerk of the court in which such action is pending on or before the date the defendant is required to appear, or within such further time as the court may allow.

(4) No plaintiff shall be entitled to a judgment by default or a decree pro confesso under this section until the expiration of thirty days from date of the filing of the affidavit of compliance.

(5) Nothing in this section contained shall limit or abridge the right to serve any process, notice or demand upon any insurer in any other manner now or hereafter permitted by .law.

Hlstory.-Comp. §2, ch. 25368, 1949.

625.31 Defense of action by unauthor.ized insurer.-

(!) Before any unauthorized foreign or alien insurer shall file or cause to be filed any pleading in any action, suit or proceeding instituted against it, such unauthorized insurer


shall either (a) deposit with the clerk of the court in which such action, suit or proceeding is pending cash or securities or file with such clerk a bond with good and sufficient sureties, to be approved by the court, in an amount to be fixed by the court sufficient to secure the payment of any final judgment which may be rendered in such action, provided, however, that the court may in its discretion make an order dispensing with such deposit or bond where the insurer makes a showing satisfactory to such court that it maintains in a state of the United States funds or securities, in trust or otherwise, sufficient and available to satisfy any final judgment which may be entered in such action, suit or proceedings, and that such insurer will pay any final judgment rendered without requiring suit to be brought on such judgment in the state where such securities are located, and that if, nevertheless, such suit shall be brought on such final judgment the insurer shall waive all defenses thereto; or (b) procure a certificate of authority to transact the business of insurance in this state.

(2) The court in any action, suit, or proceeding, in which service is made in the manner provided in subsections (2) or (3) of §625.30 may, in its discretion, order such postponement as may be necessary to afford the defendant reasonable opportunity to comply with the provisions of subsection (I) of this section and to defend such action.

(3) Nothing in subsection (1) of this section is to be construed to prevent an unauthorized foreign or alien insurer from filing a motion to quash a writ or to set aside service thereof made in the manner provided in subsections (2) or (3) of §625.30 hereof on the ground either (a) that such unauthorized insurer has not done any of the acts enumerated in subsection (1) of §625.30, or (b) that the person on whom service was made pursuant to subsection (3) of §625.30 was not doing any of the acts therein enumerated.

lllstory.-Comp. §3, ch. 25368, 1949.

625.32 Attorney fees.-In any action against an unauthorized foreign or a lien insurer upon a contract of insurance issued or delivered in this state to a resident thereof or to a corporation authorized to do business therein, if the

insurer has failed for thirty days after demand prior to the commencement of the action to make payment in accordance with the terms of the contract, and it appears to the court that such refusal was vexatious and without reasonable cause, the court may allow to the plaintiff a reasonable attorney fee and include such fee in any judgment that may be rendered in such action. Such fee shall not exceed twelve and one-half per cent of the amount which the court or jury finds the plaintiff is entitled to recover against the insurer, but in no event shall such fee be less than twenty-five dollars. Failure of an insurer to defend any such action shall be deemed prima facie evidence that its failure to make payment was vexatious and without reasonable cause.

History .-Comp. §4, ch. 25368, 1949.

625.33 Exemptions. - The provisions of §§625.28-625.32 shall not apply to any action, suit or proceeding against any unauthorized foreign or alien insurer arising out of any contract of insurance

(1) covering reinsurance, ocean marine, commercial aircraft or railway insurance risks, or

(2) against legal liability arising out of the ownership, operation or maintenance of any property having a permanent situs outside of this state, or

(3) against loss of or damage to any property having a permanent situs outside this state, where such insurer enters a general appearance or where such contract of insurance contains a provision designating the insurance commissioner and his successor or successors in office or designating a Florida resident agent to be the true and lawful attorney of such unauthorized insurer upon whom may be served a ll lawful process in any action, suit or proceeding instituted by or on behalf of an insured or beneficiary arising out of any such contract of insurance and . service of process effected on such commissioner, his successor or successors in office or such resident agent shall be deemed to confer complete jurisdiction over such unauthorized insurer in such action.

History .-Comp. §5, ch. 25368, 1949.

§626.01 INSURANCE COMMISSIONER 2186

CHAPTER 626 INSURANCE COMMISSIONER

626.01 State treasurer designated insurance commissioner; duty; may appoint examiner.

626.02 Condition precedent to issuance of certificate of authority.

626.03 Agreement as to service of process. 626.04 Investments required of domestic insurers,

etc. 626.05 Investments required of foreign insurers. 626.06 Investments required of foreign life in

surers. 626.07 Annual renewal of statements and certifi-

cates. 626.08 Revocation of certificate. 626.09 Statements, etc., to be published. 626.10 Reinsurance agreements to be submitted

to commissioner for approval. 626.11 Commissioner to require insurers to set

aside reserves. 626.111 Bonds in judicial proceedings; additional re

serves may be required. 626.12 Proceedings against insolvent or defaulting

insurers, sureties, etc. 626.13 Right to temporary injunction. 626.14 Hearing upon rule to show cause; posses

sion of property.

626.01 State treasurer designated insurance commissioner; duty; may appoint examiner.The state treasurer is designated insurance commissioner, whose duty shall be to examine into the affairs of any insurer doing an insurance business or applying to do such business in this state; and the officers, attorneys or agents of such insurer shall, at its expense, whenever so required by said commissioner, cause its books to be open for his inspection, and shall otherwise facilitate such examination as far as it may be in their power to do so; and for that purpose the said commissioner may examine, under oath, the officers, attorneys, subscribers, members or agent of any such in surer relative to the business of and securities possessed by it.

Whenever the said commissioner shall deem it for the interest of the public so to do he may publish the result of such examination, in one or more newspapers of the state. If the said commissioner so elects, he may, instead of conducting the examination, appoint examiners, who shall have the same powers and shall receive such compensation as the said commissioner may decide to be reasonable, said expenses to be paid by the insurer examined, and who shall make his report to the said com-missioner.

Hlstory.-§3, ch. 1863, 1872; RS 2217; §1, ch. 4380, 1895; GS 2757; §1, ch. 6847, 1915; §1, ch. 7871, 1919 ; RGS 4247; CGL 6197. cf.-§552.01, Licensing authority for manufacture and

sale of explosives.

626.02 Condition precedent to issuance of certificate of authority.-No insurer, whether incorporated or unincorpor:1ted, domestic or foreign, nor its agents, attorneys, subscribers or representatives, may, directly or indirectly, take any risks or transact any business in this state, until such insurer shall have obtained

626.15 Duties of receiver; filing of claims, etc. 626.16 Liquidation proceedings. 626.17 Insurance commissioner given power to

make rules. 626.18 Insurance commissioner given power to em

ploy deputies and assistants; compensation of such deputies.

626.19 Commissioner's annual report to legislature; report of special deputy.

626.20 Selling stock at a discount; authority of insurance commissioner.

626.21 Penalty for refusal to testify before insurance commissioner.

626.22 Certain sections not to apply to certain societies.

626.23 Insurance commissioner's fees. 626.24 Premiums to be reported to the insurance

commissioner. 626.25 Voluntary depo.sits by fire, casualty and title

insurers. 626.26 Microfilming and destroying obsolete cor

respondence and records. 626.27 Insurance advisory organization; definition,

regulation.

a certificate of authority from the insurance commissioner.

Before obtaining such certificate such insurer shall furnish the commissioner a statement, under the oath of the president, secretary and treasurer, or other officer, members or subscribers, in charge of finances, for such insurer, conforming to the form of statement, from time to time, adopted by the National convention of insurance commissioners, which statement shall also contain such other information as the insurance commissioner may reasonably prescribe. The insurance commissioner shall cause to be prepared, and shall furnish to each insurer, printed forms of the statements required. Such statement shall be filed in the office of the insurance commissioner.

Hlstory.-§1, ch. 1863, 1872; RS 2218; §1, ch. 4934, 1901; GS 2768; §2, ch. 6847, 1915; §1, ch. 7869, 1919; RGS 4248; CGL 6198.

626.03 Agreement as to service of process. -Every insurer, whether incorporated or unincorporated, domestic or foreign, and every foreign surety company, before they either directly or indirectly take any risks or transact any business in this state, shall first file an agreement, on the part of such insurer or surety company, signed by the proper officers or parties thereof, agreeing on the part of such insurer or company, that service of process in any civil action against them may be made upon any of their agents in this state, or upon the insurance commissioner of this state; which agreement shall authorize such agent or insurance commissioner, for and on behalf of such insurer or company, to accept such service of process, agreeing that such service of process upon such agent or the insurance commissioner, shall be valid and binding upon the said insurer or surety company; which agreement shall continue in force so long as

2187

any liability remains outstanding against such insurer or surety company in this state.

Hlstory.-§1, ch. 1863, 1872; §§2, 3, ch. 3596, 1885; RS 2218, 2231; §1, ch. 4934, 1901; GS 2758, 2784; §2, ch. 6847, 1915; §1, ch. 7869, 1919; RGS 4248, 4331; §2, ch. 12321, 1927; CGL 6198, 6294.

626.04 Investments required of domestic insurers, etc.-Domestic insurers and surety companies shall not be licensed to begin business until they are possessed of and have one hundred thousand dollars actually invested in bonds of the United States, of any state or of any county or municipality in the United States, or in mortgages or deeds of trust on improved and unencumbered real estate worth not less than fifty per cent more than the amount loaned thereon, at market value, the same to be approved by the insurance commissioner. Said insurers and surety companies shall also comply with all other provisions of these statutes; provided, however, this section shall · not apply to any domestic insurance company chartered prior to the effective date of the revised general statutes of Florida.

Hlstory.-§2, ch. 1863, 1872; RS 2219, 2229; §2, ch. 4934, 1901 ; GS 2759, 2783; §5. ch. 5887, 1909; §3, ch. 6845, 1915; §3, ch. 6847, 1915; §2, ch. 7869, 1919; RGS 4249, 4330; §1, ch. 12321, 1927; CGL 6199, 6293.

626.05 Investments required of foreign insurers.-No foreign insurer, unless otherwise expressly provided, nor any agent or representative thereof, shall transact any insurance business in this state, unless such insurer be possessed of assets worth at least two hundred fifty thousand dollars, invested in bonds of the United States, of any state or of any county or municipality in the United States, or in mortgages or deeds of trust on improved and unencumbered real estate, worth not less than fifty per cent more than the amount loaned thereon, at market value.

Upon complying with the requirements of these statutes, and the furnishing of evidence, to the satisfaction of the insurance commissioner, that such insurer has the amount above stated actually invested in such securities, the said commissioner shall issue a certificate thereof, with the authority to such insurer to transact an insurance business in this state.

Hlstory.-§2, ch. 1863, 1872; RS 2219; §2, ch. 4934, 1901; GS 2759; §3, ch. 5887, 1909; §3, ch. 6847, 1915; §2, ch. 7869, 1919; RGS 4249; CGL 6199. ct.-§626.05, History and revision notes, Volume II.

626.06 Investments required of foreign life insurers.-Foreign life insurers shall be entitled to a certificate to transact business in this state upon furnishing evidence, to the satisfaction of the insurance commissioner, that they are possessed of and have two hundred thousand dollars actually invested in bonds of the United States, or of any state or of any county or municipality in the United States, or in mortgages or deeds of trust on improved and unencumbered real estate worth not less than fifty per cent more than the amount loaned thereon, at market value, and

INSURANCE COMMISSIONER §626.09

by complying with all other requirements of these statutes.

History.-§2, ch. 1863, 1872; RS 2219; §2, ch. 4934, 1901; GS 2759; §3, ch. 5887, 1909; §3, ch. 6847, 1915; §2, ch. 7869, 1919; RGS 4249; CGL 6199.

626.07 Annual renewal of statements and certificates.-The· statement and evidence of investment required by §§626.04-626.06 shall be renewed annually prior to March first of each year. The first statement may be made at any time when the certificate of authority is desired, and shall hold good until March next succeeding. On being satisfied that the capital, securities and investments remain secure as at first, and the company having paid the tax upon premiums received by it for the previous year in this state, the commissioner shall furnish a renewal of certificate, the certified copy of which with the certified copy of the statement upon which the same was obtained, shall be filed, kept and published in the same manner and be governed in all respects as the original.

Hlstory.-§6, ch. 1863, 1872; RS 2220, 2232; GS 2760, 2785; §4, ch. 6845, 1915; §4, ch. 6847, 1915; §3, ch. 7869, 1919; RGS 4250, 4332; CGL 6200, 6295.

626.08 Revocation of certificate.-Whenever any insurer or surety company, doing business in this state, upon a reasonable request from the insurance commissioner, shall refuse to comply with any of the provisions of the applicable laws of this state, or whenever it shall appear to the said commissioner, upon an examination, that the assets of such insurer or surety company are insufficient under the law to justify the continuance in business of any such insurer or surety company or that the condition of such insurer or surety company is unsound, the said commissioner shall forthwith revoke the certificate of authority granted such insurer or surety company and shall cause a notification thereof to be published in some newspaper published at the capital, and such insurer or surety company; and each and every agent or representative thereof, is, after such notice, required to discontinue the issuing of any new -contracts and the renewal of any previously issued; provided, however, that such insurer shall be given thirty days' notice in writing of the intention to revoke its license and a hearing to show cause why said license should not be revoked.

Whenever it shall appear that any insurer or surety company, its officers, representatives or agents, have violated any applicable provision of law, the said commissioner shall forthwith report the facts, with such statements and remarks as he may deem expedient. to the attorney general, who shall at once prosecute such insurer or surety company, its agents, officers or representatives.

Hlstory.-§4, ch. 1861, 1872; RS 2218, 2221, 2233; §1, ch. 1863, 1872; §4, ch. 4380, 1895; §1, ch. 4934, 1901; GS 2758, 2761, 2786; §5, ch. 6845, 1915; §§2, 5, ch. 6847, 1915; §1, ch. 7869, 1919; RGS 4248, 4251, 4333; CGL 6198, 6202, 6296.

626.09 Statements, etc., to be published.The insurance commissioner shall annually in his report to the legislature exhibit an abstract

~626.10 INSURANCE COMMISSIONER

of all the returns and statements made and accepted during the year, with such other information in regard to the condition of the various insurers doing business in this state as he may deem necessary for the public interest; and he shall annually in the month of April publish in some newspaper published at the capital, a list of all insurers authorized to do business in this state, showing in tabular form the assets, liabilities and other essential data and information regarding the statements made and accepted.

Hls tory.-§5, ch. 1863, 1872; RS 2222; §5, ch. 4380, 1895; GS 2762 ; §5%, ch. 6847, 1915 ; RGS 4252; CGL 6203; am. §1, ch. 22554, 1945.

626.10 Reinsurance agreements to be submitted to commissioner for approvaL-No insurer authorized to do business in this state shall reinsure s.ubstantially all its risks on property or life located in this state until such reinsurance agreement shall have been submitted in advance to, and has the approval of the insurance commissioner; provided, that no such contract or agreement of reinsurance shall be made with a company not authorized to do business in this state, and no such contract or agreement shall be valid until approved by the insurance commissioner.

Hlstory.-§1, ch. 7875, 1919; CGL 6226.

626.11 Commissioner to require insurers to set aside reserves.-The insurance commissioner of this state shall have power to and shall require:

(1) Life insurers to set aside such reserves on life and industrial business as shall be in accordance with any accepted and recognized standards; and,

(2) . Insurers against loss by fire and other hazards, and writers of fidelity and surety bonding and indemnity coverage, to set aside unearned portion of premiums in force, computed according to the usual methods, for the protection of their policy holders and coverage.

Nothing in this section shall be construed to prohibit the organization, incorporation and licensing of mutual insurance companies and associations without capital stock, in this state, having the amount and character of assets required by §§626.04-626.06.

History.-§3, ch. 9149, 1923; §1, ch. 10152, 1925; CGL 6264.

626.111 Bonds in judicial proceedings; additional reserves may be required.-In addition to reserves for payment of accrued claims and /or losses, any surety company or limited surety company authorized to do business in this state may be required, in the discretion of the insurance commissioner and on his order, to set up and maintain a reserve on all bail bonds or other single premium bonds without definite expiration date, furnished in judicial proceedings, equal to twenty-five per cent of the total consideration charged for such bonds as are outstanding at the end of the ca1endar year or at such other date as the examination report or other report shall cover, in lieu of the unearned premium reserve required on surety bonds under §626.11 (2) Florida Statutes.

History.-Comp. §1, ch. 25408, 1942

2188

626.12 Proceedings against insolvent or defaulting insurers, sureties, etc.-Whenever any domestic or foreign insurer, or indemnity or surety company, authorized to do business in this state under its laws:

(1) Has become or is insolvent; (2) Has unlawfully refused to submit its

books, papers, accounts and affairs to the reasonable inspection of the insurance commissioner, his deputy or examiner;

(3) Has, in the case of a stock company, neglected or refused to observe a lawful order of the insurance commissioner to make good, within the time prescribed by law, any deficiency of its capital;

( 4) Has, in the case of a mutual company, failed to bring its assets up to equal its liabilities within ninety days from the date of notification thereof by the insurance commissioner; or is found to be in such condition that further transaction of business by it will be hazardous to its policy holders, creditors ·or stockholders; or it has willfully violated its charter or some law of this state; or,

(5) Whenever any officer thereof unlawfully refuses to be examined under oath touching its affairs;

The insurance commissioner may, the attorney general representing him, apply to a judge of the circuit court in the judicial circuit in which the principal office of such company is located or to a judge of the circuit court of Leon County, Florida, for an order directing such company to show cause why the insurance commissioner, or a receiver to be named by the court, should not take possession of its property and conduct its business within the jurisdiction of the court, and for such other relief as the nature of the case and the interest of its policyholders, creditors, stockholders or the public may require.

History.-§1, ch. 6843, 1915; RGS 4269; CGL 6228; §1, ch. 16050, 1933.

626.13 Right to temporary injunction.Upon application for a rule to show cause as provided in §626.12, or at any time thereafter, the court may, in its discretion, issue an injunction restra ining the defendant from the transaction of its business or disposition of its property until the further order of the court.

History.-§1, ch. 6843, 1915; RGS 4270; CGL 6229; §1 ch. 16050, 1933.

626.14 Hearing upon rule to show cause; possession' of property.-Upon return of the order to show cause, the court shall hear, try and determine the issues forthwith, and shall either deny the application, name a receiver or direct the insurance commissioner to take possession of the property and conduct the business of the defendant and retain such possession and conduct such business until, upon application of the insurance commissioner or of the defendant, it shall after further hearing appear to the court that the ground for such order, appointing the receiver or directing the commissioner to take possession, has been re-

2189

moved and that the company can properly resume possession of its property and the conduct of its business.

History.-§1, ch. 6843, 1915; RGS 4270; CGL 6229; §1 ch. 16050, 1933.

626.15 Duties of receiver; filing of claims, etc.-When a receiver has been appointed for any insurance, indemnity or surety company, pursuant to the provisions of §626.14, or pursuant to §§648.10-648.12, it shall be the duty of the receiver, within thirty days after his appointment, to cause notice to be given by advertisement in a newspaper in Leon County, Florida, once each week for eight consecutive weeks, of his appointment as receiver, anrl calling on all persons who may have claimR against such insurance, indemnity or surety company to present the same to the receiver, and to make legal proof thereof. Such receiver shall also within ten days of his appointment give notice of such appointment to the insurance commissioner.

All claims of every kind and nature against such insurance, indemnity or surety company so in receivership must be sworn to and filed with the receiver within one year from the date of his appointment as receiver, and no claims which shall not be filed within one year from the date of the appointment of such receiver shall be included by the receiver in the distribution of the assets of such insurance, indemnity or surety companies.

History.- §§1, 2, ch. 16247, 1933; CGL 1936 Supp. 6303 (1). 6303 (2).

626.16 Liquidation proceedings.-If, on a like application and order to show cause, and after a like hearing, the court shall order the liquidation of the business of such company, such liquidation shall be made by and under the direction of the receiver or of the insurance commissioner, who may deal with the property and business of such company in his own name as receiver or insurance commissioner or in the name of the company, as the court may direct, and shall be vested by operation of law with title to all of the propezty, contracts, and rights of action of such company as of the date of the order so directing him to liquidate. The filing or recording of such order in any record office of the state shall impart the same notice that a deed, bill of sale, or other evidence of title duly filed or recorded by such company would have imparted.

History.-§1, ch. 6843, 1915; RGS 4271; CGL 6230; §1, ch. 16050, 1933.

626.17 Insurance commissioner given power to make rules.-For the purpose of this chapter, the insurance commissioner may, subject to ~he approval of the court, make and prescnbe such rules and regulations as to him shall seem proper.

:mstn!'y.-§1, ch. 6843, 1915; RGS 4273; CGL 6232.

626.18 Insurance commissioner given power to employ deputies and assistants; compensation of such deputies.-For the purpose of this chapter the insurance commissioner may appoint one or more special deputies as his agent


or agents, and employ counsel, clerks, and assistants, as may by him be deemed necessary, and give each of such persons such powers to assist him as he may consider wise. The compensation of such deputies, counsel, clerks, and assistants, and all expenses of taking possession of and conducting the business of liquidating any such company shall be fixed by the insurance commissioner, subject to the approval of the court, and shall on the certificate of the insurance commissioner be paid out of the funds or assets of such company.


626.19 Commissioner's annual report to legislature; report of special deputy.-The insurance commissioner shall transmit to the legislature, in his annual report, the names of the companies taken possession of, whether the same have resumed business or have been liquidated, and such other facts as shall acquaint the policyholders, creditors, stockholders, and the public with his proceedings under this section; and to that end, the special deputy in charge of any such company shall file as soon as the affairs of the company are liquidated, or upon request of the insurance commissioner, a report of the affairs of such company similar to that required by law to be filed by such company.


626.20 Selling stock at a discount; authority of insurance commissioner.-The insurance commissioner may summons to appear before him, to be examined under oath, any person whom he may desire to examine, in connection with the reported sale of stock of an insurance company at a discount in violation of §625.05, and the expenses of such examination and of any legal proceedings growing out of such violation shall be paid by the person found guilty of such violation, but if no violation is found to exist such expenses shall be borne by the state; and there is appropriated out of the state treasury, from any funds not otherwise appropriated, a sum sufficient to pay such expenses not to exceed two hundred fifty dollars per annum.


626.21 Penalty for refusal to testify before insurance commissioner.-Any person who shall refuse or fail to testify relative to the business of any insurance company, authorized to transact business in this state, when requested by the insurance commissioner to so testify, as provided in §626.01, shall be guilty of a · misdemeanor, and upon conviction thereof shall be sentenced to pay a fine of one hundred dollars. or in the discretion of the court, to imprisonment of not less than thirty days, nor more than six months.

History.-§1, ch. 7298, 1917; RGS 5744; CGL 7971. c!.-§775.06, Alternative punishment.

626.22 Certain sections not to apply to certain societies.-The provisions of §§626.01-626.10 shall not apply to the Knights of Honor, Knights of Pythias, Legion of Honor and such

§626.23 INSURANCE COMMISSIONER

fraternal organizations now operating in Florida, which shall have for their object, the insurance only of their own bona fide members.

62~~story.-§8, ch. 4380, 1895; GS 2764; RGS 4254; CGL

626.23 Insurance commissioner's fees.-For the service required to be rendered by the provisions of this chapter, the insurance commissioner shall receive a fee of ten dollars to be paid by the insurer for each statement made and accepted. ·

Hlstory.-§10, ch. 1863, 1872 ; RS 2223; §3, ch. 4934, 1901 ; GS 2763 ; RGS 4253; CGL 6204.

626.24- Premiums to be reported to the insurance commissioner.-Ail premiums on policies or other contracts of like nature on property or business in this state executed by fire and marine insurance companies, surety companies, and policies or other contracts of indemnity coverage, whether issued directly by a Florida resident agent or countersigned by him, shall be included by the company in its exhibit of Florida business in its annual financial statement to the insurance commissioner and said premiums shall be taxable in this state in accordance with the laws providing for the taxation of premiums from policyholders in Florida.

Hlstory.-§1, ch. 10151, 1925; CGL 6201.

626.25 Voluntary deposits by fire, casualty and title insurers.-Any insurance company, organized under the laws of this state, and doing a fire, casualty or title insurance business, may Jeposit with the insurance commissioner for the common benefit of all the holders of its policies of insurance, cash or securities of the kinds in which by the laws of the state it is permitted to invest or loan its funds, in such amounts as it may from time to time desire, in addition to all other deposits required by it by the laws of this state, which cash or securities shall be held by said insurance commissioner in trust for the purposes and objects herein specified.

History.-§1, ch. 21800, 1943.

626.26 Microfilming and destroying obsolete correspondence and records.-

( I) The purpose of this section is to make available for the use of the state treasurer and insurance commissioner ex officio, sufficient floor space to enable him to efficiently administer the affairs of said office.

(2) The state treasurer and insurance commissioner ex officio is hereby authorized to destroy records and documents as hereinafter provided and to reclaim binders and filing equipment.

(3) The state treasurer and insurance commissioner ex officio is hereby authorized, in his . discretion, to destroy general correspondence files over three years old, agents license files, insurance company license files and certificate of authority files more than two years old; also any other records not specifically provided for herein.

(4-) The state treasurer and insurance commissioner ex officio is hereby authorized to

2190

photograph, microphotograph or reproduce on film, whereby each page will be exposed in exact conformity with the original, all financial records of said office and all reports of Florida companies and that part of out of state companies' reports which reflect Florida business, and other records and documents as he may, in his discretion select, and said state treasurer and insurance commissioner ex officio is hereby authorized to destroy any of said documents after they have been photographed and filed and after audit of his office has been completed for the period embracing the dates of said instruments.

(5) Photographs or microphotographs in the form of film or prints of any records made in compliance with the provisions of this section shall have the same force and effect as the originals thereof would have, and shall be treated as originals for the purpose of their admissibility in evidence. Duly certified or authenticated reproductions of such photographs or microphotographs shall be admitted in evidence equally with the original photographs or microphotographs.

Hlotory.-§§1, 2, 3, 4, 6, ch. 23939, 1947.

626.27 Insurance advisory organization; definition, regulation.-

(1) Every group, association or other organization of insurers, whether located within or outside the state, which assists insurers which make their own filings or rating organizations in rate making, by the collection and furnishing of loss or expense statistics, or by the submission of recommendations, but which does not make filings under chapter 629 and §§630.01-630.12, 440.38, Florida Statutes, shall be known as an advisory organization.

(2) Every advisory organization shall file with the commissioner:

(a) A copy of its constitution, its articles of agreement or association or its certificate of incorporation and of its bylaws, rules and regulations governing its activities;

(b) A list of its members; . (c) The name and address of a resident of

this state upon whom notices or orders of the commissioner or process issued at his direction may be served; and ·

(d) An agreement that the commissioner may examine such advisory organization in accordance with provisions of this section.

(3) If after a hearing, the commissioner finds that the furnishing of such information or assistance involves any act or practice which is unfair or unreasonable or otherwise inconsistent with the provisions of this section or chapter 629 and §§630.01-630.12, 440.38, Florida Statutes, he may issue a written order specifying in what respect such act or practice is unfair or unreasonable or otherwise inconsistent with the provisions of the chapter and sections aforementioned and requiring the discontinuance of such act or practice.

(4) No insurer which makes its own filings, nor any rating organization shall support its filing by statistics or adopt rate making recom-

2191

mendations, furnished to it by an advisory organization which has not complied with this section, or with an order of the commissioner involving such statistics or recommendations issued under paragraph (c) of subsection (2) of this section. If the commissioner finds such insurer or rating organization to be in violation of this subsection, he may issue an order requiring the discontinuance of such violation.

(5) The commissioner shall make, or cause to be made, of each advisory organization an examination when necessary, but examinations shall be made at least once in five years. The reasonable costs of any such examination shal.


be paid by the advisory organization examined upon presentation to it of a detailed account of such costs. The officer, manager, agents and employees of such advisory organization may be examined at any time under oath and shall exhibit .all books, records, accounts, documents, or agreements governing its method of operation. In lieu of any such examination, the commissioner may accept the report of an examination made by the insurance supervisory official of another state, pursuant to the laws of such state.

History.-§§1, 2, 3, 4, 5, ch. 23950, 1947. Am. §11, ch. 25035, 1949.

§627.01 INSURANCE AGENTS 2192

CHAPTER 627

INSURANCE AGENTS

627.01 Notice of appointment of insurance agents. 627.02 Licensing life and sick and funeral benefit

insurance agents. 627.03 Licensing fire, surety and miscella.neous

insurance agents and solicitors. 627.04 Requirements as to certain solicitors. 627.05 Examination of fire, marine, casualty or

surety insurance agents and solicitors. 627.06 Procurement of license condition precedent. 627.07 Supervising agents. 627.08 Certain persons exempt from the require

ments of this chapter. 627.09 Furnishing forms, applications, etc., to un

licensed agents. 627.10 Violation of §627.09. 627.11 Affidavit regarding divisions of premiums,

etc. 627.12 Insurance contract valid if sold by un

licensed agent. 627.13 Expiration of agents' and solicitors' li

censes. 627.14 Power of insurance commissioner over con

duct of agents and solicitors. 627.15 Procedure for revocation of license. 627.16 Review of refusal, suspension or revocation

of license. 627.17 Penalties for violations. 627.18 Division of insurance commissions by

agents. solicitors or brokers. 627.19 Unlawful division of insurance commissions

prohibited. 627.20 Unlawful payment of insurancecommissions

prohibited. 627.21 Unlawful to represent oneself as insurance

agent or solicitor unless licensed. 627.22 Unlawful to represent unlicensed insurer. 627.23 Unlawful to sig-n, etc .. contracts in blank. 627.24 Waiver of examination of agents or solici-

tors from other states. 627.25 Definition of insurance. 627.26 Penalties for violation ·of certain sections. 627.27 Life insurance agents: to be licensed. 627.28 Same: qualification. 627.29 Same: no additional license. 627.30 Same: terminating contract. 627.31 Same: susoension or revocation of license. 627.32 Same: expiration of license. 627.33 Same : no license for omcer. 627.34 Same: pavment of occupational taxes

required. 627.35 Same: penalties. 627.36 Suspension or revocation of licenses. 627.37 Lk<'TI!';P t.axe~ . insuran~e agents of foreign

insurers: determination.

627.01 Notice of appointment of insurance agents.-

(1) Every insurer, except fire, marine, casualty and surety insurers, authorized by law to transact business in this state, shall, from time to time, certify to the insurance commissioner the names of all agents appointed by it to solicit, negotiate or effect contracts of insurance in this state. All such agents, by reason of their acceptance of such appointments, shall become liable to all the duties, requirements, liabilities and penalties provided by law.

(2) Every fire, marine, casualty or surety insurer which shall appoint an agent in this

627.38 Definitions. 627.39 Accident and health insurance; insurer must

be authorized to do business in state; failure to comply.

627.40 Same; agents required to be licensed. 627.41 Insurers to qualify agents; temporary li

cense; examinations. 627.42 Appointment of agents; insurer to file no

tice; fee. 627.43 License, applications, form; character cer

tificate. 627.44 Commissioner to investigate and examine

applicants; persons exempt from examination.

627.45 Temporary licenses. 627.46 Reciprocity. 627.47 Licensed agent seeking to represent other

insurers; procedure. 627.48 Licenses; renewable year to year; expiration

date. . 627.49 Commission to be informed when agent's

appointment terminated; disclosures deem privileged communication.

627.50 Suspension or revocation of licenses, hearing; application after license suspended or revoked.

627.51 Judicial review. 627.52 Notice of change in business address. 627.53 Penalties. 627.54 Sections 627.38-627.53 cumulative. 627.55 Definitions. 627.56 Supervisory general agents to be licensed. 627.57 Resident agents; license for placing insur-

ance with nonadmitted insurer. 627.58 Supervisory general agents license; applica

tion; forms. 627.59 When insurance may be placed with non-

admitted insurer. 627.60 Records to be kept. 627.61 Information required on policy. 627.62 Commissioner may prohibit placing insur-

ance with certain·companies. 627.63 Premium receipts box. 627.64 Annual license tax. 627.65 Bond condition precedent to license. 62'1'.66 Failure to comply with law; suspension or

revocation of license; hearing; judicial review.

627.67 Appointment of agent for service of process. 627.68 Penalties. 627.69 Administration and enforcement; rules and

regulations. 627.70 Effective date.

state, shall give written notice thereof to the insurance commissioner. The said insurer shall also certify that it is satisfied that the agent so appointed is qualified as such under the requirements of law, and shall request that an insurance agent's license be issued to such person on behalf of such insurer.

(3) Such notices and certificates shall be accompanied by the license tax required b:v §205.45.

Hlotory.-§2, ch. 10153, 1925; CGL 6209; §4, ch. 18663, 1929; §3. ch. 14741, 1931; §3, ch. 17069, 1935; CGL 1936 Supp. 6212 (5).

627.02 Licensing life and sick and funeral benefit insurance agents.-

(1) In order to secure a license each per-

2193

son appointed as agent, who desires to engage in life or sick and funeral benefit business in this state, shall file his application for license with the insurer appointing him, or its authorized agent, who shall make application therefor. Every such insurer, when applying for such license shall certify that it is satisfied that the applicant is of good business reputation and has had experience or training or will receive training, or is otherwise qualified in the respective line of insurance to be handled, is reasonably familiar wi-th the insurance laws of this state, and with the terms and conditions of the policies and contracts he proposes to solicit, negotiate or effect.

(2) The insurance commissioner may require, on uniform forms and supplements prepared by him, information, which shall be vouched for by an official or representative of the insurer or by a licensed insurance agent of this state, setting forth that: ·

(a) The applicant is personally known to him;

(b) The applicant has had experience or instruction or will receive instruction in the general or some mentioned special lines of insurance, and

(c) The applicant is of good business reputation and is worthy of license.

(3) Upon receipt of such application and certificate, and the payment of the license taxes required, the insurance commissioner shall issue to the applicant an insurance agent's license to transact business in this state on behalf of the insurer certifying the applicant's name.

Hlstory.-§§1, 3, 4, ch. 10153, 1925; CGL 6208, 6210, 6211; §9, ch. 13663, 1929. cf.-§635.01 Issuing of license to persons from other states.

627.03 Licensing ·fire, surety, and miscellaneous insurance agents and solicitors.-

(!) Each applicant for such license, whether as insurance agent or as solicitor, shall file with the state treasurer, or insurance commissioner, his written application for a license authorizing him to engage in the general insurance business, or either (a) the general insurance business of effecting or soliciting contracts of insurance; or, (b) the business of effecting or soliciting contracts of indemnity; or (c) in the business of effecting or soliciting contracts of suretyship, or any special line of the general insurance business which may lawfully be written in this state. In said application said applicant, if he applies for a license as solicitor, shall state the name of the licensed insurance agent by whom said solicitor is employed, together with the business ad-· dress at which said solicitor will be located while engaged in the business of acting as such solicitor.

(2) Every applicant for a license, either as agent or as solicitor, shall make sworn answers to interrogatories relating to the qualifications required under this law and to such other interrogatories as the state treasurer or insurance commissioner may require, which answers shall be vouched for by a licensed insurance agent of this state representing the same type of carrier for which the applicant seeks a license, setting forth:

INSURANCE AGENTS §627.03

(a) That the applicant, if he be an applicant for license as an agent, has been a continuous resident of this state for the six months last past, and that his principal office for the conduct of such agency, or will be, maintained in this state;

(b) That the applicant is personally known to him;

(c) That the applicant is qualified by knowledge, experience, or instruction in the line of insurance for which he or she may be specifically licensed;

(d) That the applicant is of good business reputation and of good moral character;

(3) Such application shall be duly sworn to by the applicant, and shall be accompanied by his examination fee of ten dollars, payable to the state treasurer, or insurance commissioner. Each first-time applicant for a license, and any applicant whose license has lapsed for a period of twelve months or more, shall be subjected to a written examination according to the terms and provisions of §§627.01, 627.09 and 627.10.

(4) Unless required by the state treasurer, or insurance commissioner, it shall not be necessary for applicant to file more than one application with the accompanying affidavits and certificates, but each agent shall be required to secure a separate license for each insurer, surety, or indemnitor reprE:lsented by him.

(5) Every person soliciting, negotiating, or effecting contracts of insurance in or for any firm, copartnership, association, or corporation, shall be required to have a license for each insurer represented by such firm, copartnership, association, or corporation.

(6) No applicant for an insurance agent's license, proposing to conduct an agency business in a city or town having a population in excess of five thousand, or who proposes to conduct an agency business in a county having a population in excess of fifty thousand, according to the last state or federal census, shall be eligible or deemed competent to be licensed under this law unless he shall have successfully completed a course in insurance in attendance upon a recognized school or college, or by successfully completing a course in insurance by correspondence from a reputable school or college, or unless he shall show to the state treasurer, or insurance commissioner, by affidavit, or affidavits, that he has been regularly employed in responsible insurance duties by an authorized insurance company, or association, or agency, for a period of not less than six months. Provided, however, that whenever the president and secretary of any insurance company, association or corporation shall make and file with the state treasurer, or the insurance commissioner, an affidavit certifying that such insurance company, association, or corporation has no agent in any certain city or town who possesses the prerequisite of education or experience, hereinabove set forth, and that such insurance company, association, or corporation desires to appoint an agent in such city or town, and that it is unable to secure in such city or town as such agent any person acceptable to it, possessing said prerequisites, and proposing the name of a person which it de-

§627.04 INSURANCE AGENTS

sires to appoint as such agent, and further certifying that such proposed agent is fully qualified to act as its agent, the state treasurer, or insurance commissioner, in his discretion, shall be authorized to waive the above-mentioned educational prerequisites and to permit such proposed agent to take the examination herein provided for. No applicant who has failed on an examination shall be entitled to have another examination until at least ninety days shall have elapsed and until he shall have paid another examination fee of ten dollars, as hereinabove provided.

(7) The requirements herein for the examination of an applicant for an agent's or solicitor's license shall not apply to agents or solicitors already holding licenses under the pre-existing law.

(8) In the event of the death or the inability further to act as an insurance agent, holding a certificate of authority from any insurer, where no other agent in the copartnership, association, or corporation is authorized to represent such insurer, the State Treasurer, or Insurance Commissioner, may issue a temporary license to another person enabling such other person to represent any such insurer, upon an application being made in conformity with this law. Such temporary license shall continue only un_til the lic~nsee is afforded a reasonable opportumty of takmg the required examination.

History.-§2, ch. 13663, 1929 ; .§2, ch. 14741, 1931; §§1, 4, ch. 16049, 1933; §2, ch. 17069, 1935; CGL 1936 Supp. 6212(3); §2, ch. 20263, 1941.

627.04 Requirements as to certain solicitors. -No fire, marine, casualty or surety insurance solicitor shall be licensed or permitted to transact business as solicitor for or on behalf of more than one insurance agent writing the same character of contracts of insurance, and no license shall be issued to any solicitor unless it affirmatively appears from its application that his permanent place of business is and will be, during the term of his license, in the office· or place of business of the insurance agent by whom he is employed; provided, however, that a license may be issued in the discretion of the insurance commissioner to an insurance solicitor to act as such solicitor in a city, village or town other than that in which the insurance agent, by whom he is employed, is located when and only when it affirmatively appears from said application that said solicitor has his permanent place of business in such city, town or village which is not the same city, town or village in which the insurance agent's place of business is located.

History.-§2, ch. 13663, 1929; §2, ch. 14741, 1931; §§1, 4, ch . 16049, 1933; §2, ch. 17069, 1935 ; CGL 1936 Supp. 6212(3); §2, ch. 20263, 1941.

627.05 Examination of fire, marine, casualty or surety insurance agents and solicitors.-The insurance commissioner, his deputy or any salaried employee of his office designated to represent him, shall subject each first time applicant for fire, marine, casualty or surety insurance agent or soliictor's license, and if deemed necessary, any applicant for renewal of such license, to an examination as to his qualifications to act as such agent or solicitor. and

2194

when the said insurance commissioner is satisfied that all license and qualification taxes required have been paid and that the applicant:

(1) Has such business reputation as to make it possible that he can and will carry on the business of an agent or solicitor without detriment to the public;

(2) Has had experience, instruction or training in said respective line of insurance;

(3) Is reasonably familiar with the insuranc~ laws of this state and with the provisions, terms and conditions of the policies or contracts he proposes to solicit, negotiate or effect; and

( 4) Intends to actively engage in the business covered by such a license and in good faith to serve the public and is not procuring the license chiefly for the purpose of obtaining a rebate or commission on insurance written for himself or his family or some partnership or corporation in which he is interested or with which he is connected. The said insurance commissioner shall issue to the applicant an insurance agent's or solicitor's license to transact business in this state (a) if an agent, on behalf of any insurer which shall have complied with the provisions of this chapter or (b) if a solicitor, on behalf of any agent who shall have given written notice to the insurance commissioner on forms furnished by him of his appointment of the applicant as solicitor and who shall have paid any license tax required for the person appointed.

The examination provided for in this section may be conducted either in person or by mail, as the insurance commissioner may determine, but in the event of a personal examination the applicant shall not be required to leave the county of his r.esidence for said examination.

Hlstory.-§3, ch. 13663, 1929; §3, ch. 14741, 1981; CGL 1936 Supp. 6212 (4).

627.06 Procurement of license, condition precedent.-Only persons as defined in §625.01 and who shall have continuously resided in this state for a period of not less than six months, immediately preceding the date of making application for license, and whose principal office for the conduct of such agency is located and maintained in this state, shall act as such agent in negotiating or effecting contracts of insurance, or in signing, countersigning or issuing any policy of insurance for or on behalf of any insurer on any property, insurable business, activity, or interest, located within or transacted within this state. No person shall be licensed as a solicitor unless he or she is a bona fide resident of the State of Florida. No person shall engage in business as an insurance agent or solicitor until be shall have procured a license in accordance with this law. Such agent shall engage in such business only while such license, and license of the insurer, for whom he acts, continues in force, and any such solicitor shall engage in such business only while his license and the license of the agent for whom he acts continues in force; provided, however, that any person employed by an insurer for supervisory purposes only may assist in soliciting or negotiating contracts of insurance, surety,

2195

or indemnity, when and only when personally accompanied by an insurance agent duly licensed pursuant to this law.

H istor y.- §5, c h . 10153, 1925 ; CGL 6212; §2, ch. 13663, 1929; §2, ch. 14741, 1931 ; §§1, 4, ch. 16049, 1933; §2, ch. 17069, 1935; CGL 1936 Supp. 6212, 6212 (3); §2, ch. 20263, 1941.

627.07 Supervising agents.-A person employed by a fire, marine, casualty or surety insurer, for supervisory purposes only, may solicit or negotiate contracts of insurance, surety or indemnity, when and only when personally accompanied by an insurance agent duly licensed pursuant to law.

History.-§2, ch. 13663, 1929; §2, ch. 14741, 1931; §1, ch. 16049, 1933; §2, ch. 17069, 1935 ; CGL 1936 Supp. 6212(3) .

627.08 Certain persons exempt from the requirements of this chapter.-No person employed by a fire, marine, casualty or surety insurer, on a salary basis or representing any such insurer in any capacity except primarily to solicit, negotiate or effect contracts of insurance, surety or indemnity, on a strictly commission basis, shall be deemed or held to be an insurance agent or solicitor. Nothing in this section shall prohibit the granting of licenses to general agents of casualty and surety companies working on a strictly commission basis.

An insurance solicitor is hereby defined to be an individual, a resident of the state, employed by a duly licensed insurance agent to solicit contracts of insurance, indemnity, or suretyship, solely on behalf of such agent.

All such agents and solicitors are liable to all the duties, requirements, liabilities, and penalties herein provided.

History.-§1, ch. 13663, 1929 ; §1, ch. 14741, 1931; §1, ch. 17069, 1935 ; CGL 1936 Supp. 6212(2); §1, ch. 20263, 1941; am. §7, ch. 22858, 1945.

627.09 Furnishing forms, applications, etc., to unlicensed agents.-No fire, marine, casualty, or surety insurer, doing business in this state, shall furnish to any agent, or prospective agent named or appointed by it, any blank forms , applications, .stationery or other supplies to be used in soliciting, negotiating or effecting contracts of insurance, surety or indemnity on its behalf until such agent shall have received from the insurance commissioner a license to act as an insurance agent and shall have duly qualified as such. Any insurer, or any officer, director or agent thereof violating the provis~ ions of this section shall be guilty of a misdemeanor and upon conviction thereof shall be punished by a fine of one hundred dollars for . each and every violation, or by imprisonment for not less than ninety days nor more than six months in the county jail.

History.-§4, ch. 13663, 1929; §3, ch. 17069, 1935; CGL 1936 Supp. 6212(5), '1454(2) . cf.-§775.06, Alterna tive punis hment.

627.10 Violation of §627.09.-If any insurer shall violate or fail to observe or comply with the provisions of §627.09 the insurance commissioner shall immediately investigate the same and if he is satisfied as to the guilt of the insurance company or association, he shall revoke the license of such company or association to transact business in this state; provided,


however, that said company or association shall be given thirty days' notice in writing of intention to revoke said license and a hearing to show cause why said license should not be revoked.

Hlstory.-§4, ch. 13663, 1929; §3, ch. 17069, 1935; CGL 1936 Supp. 6212(5).

627.11 Affidavit regarding divisions of premiums, etc.-Every applicant for license to act as insurance agent or solicitor in this state shall be accompanied by the affidavit of the person to be licensed, stating that he has not and will not, directly or indirectly, rebate any part of any premium on any policy or contract of insurance, surety or indemnity coverage; and that he has not and will not divide or offer to divide his commissions with any person other than a regularly licensed or authorized resident insurance agent of this state, directly or indirectly soliciting the same class of business as the applicant; or a non-resident agent or broker, regularly authorized and licensed in his home state, who has procured the business and has sent or caused to be sent to a Florida resident agent for countersignature the policy or other contract of insurance, surety or indemnity coverage.

Hlatory.-§1, ch. 10150, 1925; CGL 6211; §4, ch. 10153, 1925; §2, ch. 13663, 1929 ; §2, ch. 14741, 1931; §1, ch. 16049, 1933; §2, ch. 17069, 1935; CGL 1936 Supp. 1182, 6211, 6212(3) .

627.12 Insurance contract valid if sold by unlicensed agent.-Any contract of insurance, surety or indemnity, procured through or handled by an unlicensed agent or solicitor shall bind the insurer if otherwise valid.

HiBtory.-§2, ch. 13663, 1929; §2, ch. 14742, 1931; §1, ch. 16049, 1933; §2, ch. 17069, 1935 ; CGL 1936 S upp. 6212(3); am. §2, ch. 20263, 1941.

627.13 Expiration of agents' and solicitors' Iicenses.-The license of an insurance agent or solicitor shall expire annually on September 30 unless sooner revoked or suspended by the state treasurer or insurance commissioner or by the insurer's giving written notice to the state treasurer that it has canceled the agent's authority to act for it, or in the case of a solicitor, by the agent's giving written notice to the state treasurer or insurance commissioner that the authority of such solicitor has been canceled, and shall be reissued upon the first day of October o:f each year upon the receipt by the state treasurer or insurance commissioner, of the qualification tax herein provided for and the license tax for such agent or solicitor as provided by §205.45; provided, however, such renewal license shall not be issued unless the state treasurer or insurance commissioner is satisfied that the applicant is qualified under the requirements of this law.

Hiotory.-§5, ch. 13663, 1929; §4, ch. 14741, 1931; §4, c h . 17069, 1935 ; CGL 1936 Supp. 6212(6); §4, ch. 20263, 1941; a m. §1, ch. 21802, 1943.

627.14 Power of insurance commissioner to investigate books, records and conduct of agents and solicitors.-The state treasurer, or insurance commissioner may, upon his own motion,. and shall, upon a written complaint, signed by a-. citizen of this state and filed with the state treas-


urer, or insurance commissioner, inquire into any alleged improper conduct of any licensed insurance agent, or solicitor in this state. In the prosecution of such inquiries such agent or solicitor shall, whenever so required by the state treasurer, or insurance commissioner, cause his books and records to be open for inspection for the purpose of such inquiries. As a prerequisite to exereisillg the right of authority to investigate the books and records of such agent or solicitor, the state treasurer, or insurance commissioner, shall serve upon such agent or solicitor a copy of the general charges against him, so as to apprise the agent or solicitor of the general purpose, nature, and scope of the investigation or inquiry. Such general charges are not required to allege any facts constituting any alleged improper conduct of any licensed insurance agent or solicitor, for such inquiry or investigation is hereby authorized as a fact-finding inquiry or investigation for the purpose of determining the existence or non-existence of facts constituting such improper conduct as would justify the state treasurer, or insurance commissioner, in instituting proceedings to suspend or revoke the license of any agent or solicitor as hereinafter provided. Service of such copy of said general charges may be made by delivering said copy to said agent or solicitor or mailing same to him at his business address. The state treasurer, or insurance commissioner, or any officer or employee designated by him for such purpose, may hold hearings, sign and issue subpoenas, administer oaths, examine witnesses, receive evidence, and require by subpoena the attendance and testimony of witnesses and the production of such accounts, records, and memoranda as may be material for the determination of any complaint or conducting any inquiry or investigation under this law. In case of disobedience to a subpoena the state treasurer, or insurance commissioner, or any of his officers or employees, may invoke the aid of any court of competent jurisdiction in requiring the attendance and testimony of witnesses and the production of accounts, records, and memoranda, and any such court may, in case of contumacy or refusal to obey a subpoena issued to any person, issue an order requiring the person to appear before the state treasurer, or insurance commissioner, or his officer or employee, or produce accounts, records, and memoranda as so ordered, or to give evidence touching any matters pertinent to any complaint or the subject of any inquiry or investigation, and any failure to obey such order of the court shall be punished by the court as a contempt thereof. The expense for any hearings or investigations under this law, as well as the fees and mileage of witnesses, may be paid out of the agent's qualification fund.

The charges, or complaint, against any agent or solicitor may be informally alleged and need not be in such language as is necessary to charge a crime or offense on an indictment or informa· tion.

Hlstory.-§6, ch. 13663, 1929; §5, ch. 14741, 1931; CGL 1936 Supp. 6212(7); §5, ch. 20263, 1941; am. §7, ch. 22858, 1945.

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627.15 Procedure for revocation of license.If upon such investigation it shall appear to the satisfaction of the state treasurer, or insurance commissioner, that the agent or solicitor has been guilty of such improper or illegal conduct or practices as to render him unfit to carry on the business of an insurance agent or solicitor, or make his continuance therein detrimental to the public interest, or that he is no longer in good faith carrying on the business of an insurance agent or solicitor, but holds a license chiefly for the purpose of securing rebates or commissions on insurance written for himself or his family, or some partnership, or corporation, or association in which he is interested, or with which he is connected, or that he is guilty of rebating, or offering to rebate, or unlawfully dividing, or offering to divide, his commissions, or that the license was procured by fraud, or misrepresentation, or that it was otherwise improperly procured, the state treasurer, or insurance commissioner, shall, upon ten days' notice in writing to the agent or solicitor, and to the insurer, or insurers, represented by him or her, accompanied by a copy of charges of the wrongful conduct of such agent or solicitor, suspend the license of such agent or solicitor, unless on or before the expiration of said ten days the said agent or solicitor shall make to the state treasurer, or insurance commissioner, answer to said charges. If, after the expiration of said ten days, and within thirty days thereafter, the said agent or solicitor shall have failed to make answer or deny said charges, the license of such agent or solicitor shall thereupon stand revoked. If, however, such agent or solicitor shall file written answer 'denying said charges, within the time hereinabove specified, the state treasurer, or insurance commissioner, shall call a hearing for the purpose of taking testimony and evidence on any issues of fact made by said charges and answer thereto. The state treasurer, or insurance commissioner, shall give notice to such agent or solicitor, and to the insurer or insurers represented by him or her, of the time and place of such hearing and any of said parties shall have the right to produce witnesses, to require the attendance of witnesses by subpoena issued by the state treasurer, or insurance commissioner as hereinabove provided, to cross-examine wit: nesses, and to appear personally or by counsel. If upon such hearing the state treasurer, or insurance commissioner, shall determine that the sa~d age1_1t or solicitor is guilty of the wrongdomg or Improper conduct alleged in said charges he shall thereupon revoke the license of such agent or solicitor, or suspend the same for a definite period of time to be fixed in the order of suspension, and for a period of two years thereafter no license which has been revoked shall be issued or reissued to such agent or solicitor.

Hlstory.-§6, ch. 13663, 1929; §5, ch. 14741 1931· CGL 1936 Supp. 6212(7); §5, ch. 20263, 1941. ' '

627.16 Review of refusal, suspension or revo~ation of license.-Any insurance agent or solicitor except life and sick and funeral benefit insurance agents and solicitors whose license shall

2197

have been so suspended or revoked, may have said proceedings reviewed by any court of competent jurisdiction in any proceeding authorized by the laws of the State of Florida, if said proceedings for review are filed within thirty days after the suspension or revocation of said license.

IIlstory.-§6, ch. 13663, 1929; §5, ch. 14741, 1931 ; CGL 1936 Supp. 6212 (7); §5, ch. 20263, 1941.

627.17 Penalties for violations.-Any person who violates any of the provisions of this chapter:

(1) Relating to life and sick and funeral benefit insurance agents or solicitors, shall be guilty of a violation of this chapter and shall, upon conviction thereof, be punished by a fine of not less than one hundred dollars and not more than two hundred dollars for each offense, or,

(2) Relating to insurance agents or solicitors, other than life and sick and funeral benefit insurance, for which revocation or suspension of license is provided, shall be guilty of a misdemeanor and shall, upon conviction thereof, be punished accordingly.

History.-§6, ch. 10153, 1925; §7, ch. 13663, 1929; §5, ch. 17069, 1935; CGL 1936 Supp. 7454, 7454(1).

627.18 Division of insurance commissions by agents, solicitors or brokers.-Any duly authorized and licensed insurance agent, solicitor or broker, of any insurer, may divide commissions received by or due to him, upon any insurance or surety business, with:

(1) Any other duly licensed insurance agent or solicitor, who resides in this state and who writes the same class of business;

(2) Any non-resident agent, solicitor or broker, duly authorized and licensed in his home state, who shall have procured the business and sent or caused to be sent the policy, bond or other contract to said Florida agent for signature, as required by law. · Hlstory.-~3. ch. 7296, 1917; §1, ch. 10151, 1925; RGS

4259 ; CGL 6215, 6216.

627.19 Unlawful division of insurance cornmissions prohibited.-No insurer, other than life insurers, authorized to transact business in this state shall request or permit anyone acting as its agent, in this state, to divide or of_fe~ to divide, directly or indirectly, the commissiOns due to or received by such agent with any other insurance agent, solicitor or broker, or other person, except as expressly permitted by law; and,

No insurance agent of this state shall divide or of~er. to divide, directly or indirectly, the. commissl'ons due to or received by him, with any other agent, solicitor or broker, or other person, except as expressly permitted by law. Any persons violating this section shall have their license revoked as provided in §§631.03 and 631.14.

History.-§§1-5, ch. 7296, 1917; RGS 4257 4258 4260· CGL 6213, 6214, 6217. ' ' '

627.20 Unlawful payment of insurance commissions prohibited.-No insurer, other than life insurers, shall pay any money or commission. or brokerage, or give or allow any valuable


consideration to any· person, partnership, association, or corporation not a · duly licensed agent, for or because of service in negotiating or effecting a contract of insurance, or for collecting the premium thereon (except for reinsurance, or for fees for legal services in and about the collection of past due premiums; or to regular salaried employees;), nor shall any insurer effect or issue any such contract of insurance except through a duly licensed agent, who is a bona fide legal resident of Florida, as herein defined.

The commission on all insurance covering risks in the State of Florida shall be due and payable only to a duly licensed agent of the State of Florida. Any licensed agent may share with any other licensed agent his commission on insurance brought to him by such other licensed agent, provided such insurance business shall be of such character as the other licensed agent is authorized to transact for an insurance company for whom he is licensed as an agent. Provided, however, .that no Florida agent shall pay to any non-resident agent and/or broker a greater portion of any commission than such non-resident agent and/or broker might lawfully pay to a Florida agent.

Hlstory.-§6, ch. 20263, 1941.

627.21 Unlawful to represent oneself as insurance agent or solicitor unless licensed.-It shall be unlawful for any person, without conforming to the provisions of this law, directly or indirectly, to represent himself or herself to be the agent of any insurer, or the solicitor for any agent, or, as agent or solicitor, to collect or forward any insurance premium, or to solicit, negotiate, effect, procure, receive, or forward, directly or indirectly, any contract of insurance, or renewal thereof, or to attempt to effect the same of persons, property, or insurable business activities or interests, located within this state.

Hlotory.-§7, ch. 20263, 1941.

627.22 Unlawful to represent unlicensed insurer.-It shall be unlawful for any agent or solicitor, directly or indirectly, to collect any insurance premium, or to solicit, negotiate, effect, procure, receive, or forward any contract of insurance, or renewal thereof, for any insurance company not lawfully authorized to transact business in this state, or in any manner to aid or assist in any such transaction.

Hlotory.-§8, ch. 20263, 1941.

627.23 Unlawful to sign, etc., contracts in blank.-It shall be unlawful for any agent to sign or countersign and deliver any contract, or any indorsement of any such contract of insurance, in blank.

Hlotory.-§10, ch. 20263, 1941.

627.24 Waiver of examination of agents or solicitors from other states.-The state treasurer, or insurance commissioner, is authorized to waive examination of agents or solicitors, duly licensed as agents, or solicitors, under the laws of any other state, wherein similar qualifications are by the laws of such state provided, and where such other state accords similar privileges and exemptions to duly licensed agents or solici-


tors of this state; provided, the applicant otherwise meets and complies with the provisions of this law.

Hlstory.-§12, ch. 20263, 1941.

627.25 Definition of insurance.-The word "insurance" whenever used in §§627.03, 627.04, 627.06, 627.08, 627.13-627.16, 627.21-627.26 shall be held to include fire insurance and its allied lines, marine insurance, and also contracts of indemnity, fidelity, and suretyship, but shall not apply to life insurance companies, or associations, or to sick and funeral benefit associations, or to their agents or solicitors.

Hlstory.-§9, ch. 20263, 1941.

627.26 Penalties for violation of certain sections.-Any person, persons or corporation violating any of the provisions of §§627.03, 627.04, 627.06, 627.08, 627.13-627.16, 627.21-627.26 shall, on conviction, be fined not more than five hundred dollars for each · offense, or imprisoned in the county jail for not more than six months, or both.

Hlstory.-§11, ch. 20263, 1941.

627.27 Life insurance agents; to be licensed. -No person shall act within this state for any life insurance company as an agent in the solicitation or procurement of applications for insurance. unless he has complied with the provisions of this law and has secured a license from the insurance commissioner.

Hlstory.-§1, ch. 20327, 1941.

627.28 Same; qualification.-(1) Each applicant for such license shall file

with the insurance commissioner his written application therefor on blanks to be furnished by the commissioner, which application shall be signed and sworn tQ by the applicant and shall give his name, age, residence, place of business, and occupation for five years next prior to the date of application, and shall also set forth his qualifications for such license, namely, what efforts he has made or intends to make to familiarize himself with the life insurance laws of this state and with the provisions of the contracts to be negotiated; what insurance experience he has had, if any; what insurance instruction he has had or expects to receive; whether he has been refused or has had suspended or revoked a license to solicit insurance by the insurance department or supervising officials of any state; whether any insurance company or any general agent claims such applicant is indebted under any agency contract or otherwise, and if so, the name of the claimant, the nature of the claim and the applicant's defense thereto, if any; whether he has had an agency contract canceled, and if so, when, by what company or general agent, and the reason therefor.

(2) The applicant shall be vouched for by an official or a licensed representative of the com~ pany for which he proposes to act, who shall certify whether the applicant is personally known to him, whether the applicant has been appointed an agent to represent such company, and that

2198

such company has duly investigated the character and record of such person, and has satisfied itself that he is trustworthy and qualified to act as agent for such company and intends to hold himself out in good faith as a life insurance agent.

(3) If, upon the showing made, the insurance commissioner is reasonably satisfied that the applicant is a qualified person, he shall promptly issue the license applied for.

History.-§2, ch. 20327, 1941.

627.29 Same; no additional license.-An agent licensed to represent any life insurance company doing business in this state shall be entitled to place excess or rejected risks in any other company lawfully doing business in this state with the knowledge and approval of his own 'company, without additional or separate license.

Hlstory.-§3, ch. 20327, 1941.

627.30 Same; terminating contract.-Every life insurance company shall, upon the termination of its contract with any agent, file with the insurance commissioner a statement of the facts relative to the termination of such contract and the cause thereof. Any information, document, record, statement or thing required to be made or disclosed to the commissioner by this law shall be confidential and privileged and shall not be used as evidence in any action or proceeding instituted against the company or any representative thereof by or in behalf of any person who has been licensed undel:' the provisions of this law.

Hlstory.-§4, ch. 20327, 1941.

627.31 Same; suspension or revocation of license.-The insurance commissioner may suspend or revoke the li~ense .of 3;ny life .insurance agent, if, after due mvestlgatwn, notlce an~ a hearing, either before him or before any ~alaned employee of the insurance department des1gn~ted by him whose report he may adopt, he determmes that such license has been secured by fraud or misrepresentation; or that the agent has violated any insurance law of this state; or has made any misleading representations or incomplete or fraudulent comparison of any policies or contracts or concerning any companies to any persons for the purpose or with the intention ~f inducing such person or persons to lapse, forfe1t or surrender his insurance then in force; or has made any misleading estimate of the dividends or share of surplus to be received on a policy; or

· has failed or refused to pay or to deliver to the company or to his principal 3;ny money or ot~er property in the hands of sa1d agent belongmg to such company or principal when requested so to do· or has violated any lawful ruling of the insur~nce department; or has been convicted of a felony; or has otherwise shown himse_lf untrustworthy or incompetent to act as a hfe insurance agent.

Before the insurance commissioner shall revoke or suspend any such license he shall give to the agent and to the company which he repre-

2199

sents written notice of the charges and of the hearing, not less than twenty days prior to the time set for such hearing. Such notice shall be forwarded by registered mail, addressed to the agent at his last known address, and to the company at its principal place of business. Full opportunity shall be given at such hearing to the agent and to the company to appear with or without counsel and to be heard upon such charges.

Within thirty days after the revocation or suspension of license or the refusal of the insurance commissioner to grant a license, the agent or applicant aggrieved may appeal from the ruling of the commissioner to any court of competent jurisdiction. Appeals may be taken from the judgment of said court as in other civil cases.

Hlstory.-§5, ch. 20327, 1941.

627.32 Same; expiration of license.-Every license issued under this law shall, except as otherwise provided in this section, expire annually on the first of October, unless prior thereto it is revoked or suspended by the insurance commissioner or the authority of the agent to act for the company is terminated. In the absence of a contrary ruling by the commissioner in a given case, license renewals shall be issued from year to year upon the request of the company without further Rction on the part of the agent, whereupon the license for the preceding year shall continue in effect pending renewal thereof.

Hhtory.-§6, ch. 20327, 1941.

627.33 Same; no license for officer.-No officer or traveling salaried employee of any insurance comnany not compensated on a commission basis shall be required to obtain a license under this law.

Hlstory.-§7, ch. 20327, 1941.

627.34 Same; payment of occuoational taxes required.-Nothing contained in this law shall be construed to require or permit the issuance or renewal of any agent's license until the occupational license tax or taxes are paid as required by law. .

Hlstory.-§8-A, ch. 20327, 1941.

627.35 Same; Penalties.-Any person who violates any nrovision of this law shall upon conviction forfeit to the state a sum not exceeding one hundred dollars for each offense.

Hlltory.-§8, ch. 20327, 1941.

627.36 Suspension or revocation of licenses. -In case of the suspension or revocation of license of any insurance, indemnity or surety company agent, the license of any or all other ~gents who are members of such agency, whether mcorporated or unincorporated, and any or all solicitors employed by such agency who knowingly were parties to the act which formed the ground for the suspension or revocation may likewise be suspended or revoked for the same period as that of the offending agent, but this shall not prevent the licensing of any agent or solicitor, except the one whose license was first


suspended or revoked, from being licensed as a member of, or a solicitor for some other agency. The provisions of this section shall not apply to agents of life insurance companies.

Hlstory.-§1, ch. 20837, 1941.

627.37 License taxes, insurance agents of foreign insurers; determination.-

(!) When, by the laws of any other state, any tax, fine, penalty, license fee, deposit of money, or security. or other obligation or prohibition is imposed upon resident insurance agents of Florida, doing business in such other state, then, so long as such laws continue in force, the same requirements, obligations and prohibitions, of whatever kind, shall be imposed upon every insurance agent of such other state doing business in Florida.

(2) If any insurance company shall permit its insurance contract to be issued in violation of this section, its license to do business in Florida shall be revoked for a period of three months.

(3) If any resident agent of Florida shall knowingly countersign any insurance contract in violation of this section, or shall otherwise knowingly violate any of the provisions hereof, his license to write insurance in this state shall be revoked. for a period of three months.

( 4) The insurance commissioner of the State of Florida is charged with the duty of administering and enforcing the provisions of

· this section. Hlstory.-§§1-4, ch. 21774, 1948.

627.38 Definitions.-(!) The term "commissioner" when used in

§§627.38-627.54 shall mean the treasurer of the State of Florida as ex officio insurance commissioner.

(2) The term "accident and health agent" shall mean any person appointed as agent to solicit applications for or to negotiate and effectuate contracts of insurance for accident and health insurance as herein defined. • (3) The term "accident and health insur

ance" whenever used in §§627.38-627.54 shall be deemed to mean contracts of insurance which provide among other things, weekly or monthly indemnity for loss of time due to accidents and illness and may include either in the same or separate contract, hospitalization benefits, medical benefits or surgical benefits.

(4) The term "insurer" when used in §§627.38-627.54 shall be deemed to mean duly authorized and properly licensed persons, firms, association or other form of organization, and which also shall include benevolent mutual benefit associations or societies, nonprofit corporations who are by authority of their charter and further by authorization of the insurance commissioner, engaged in writing or issuing insurance of the type or types defined in subsection (3), above.

Hlstory.-Comp. §§1, 9, ch. 25406, 1949.

627.39 Accident and health insurance; insurer must be authorized to do business in state; failure to comply.-

(1) No person shall, within this state, sol-


icit, procure, receive, or forward applications for accident and health insurance, or issue or deliver policies for, or in any manner secure, help, or aid in the placing of any contract of accident and health insurance for any person other than himself, directly or indirectly, with any insurer not authorized to do business in this state. ·

(2 ) Any person shall be liable, personally, for the full amount of any loss sustained on any contract of accident and health insurance made by or through him, directly or indirectly, with any insurer not authorized to do business in this state, and, in addition, for any premium taxes which may become due under any law of this state by reason of such contract.

Hlstory.-Comp. §2, ch. 25406, 1949.

627.40 Same; agents required to be licensed.-

(1) No person shall hold himself out to be an accident and health insurance agent unless he holds a current and valid accident and health agent's license issued by the commissioner, and then only to the extent of the authorization contained in such license.

(2) A person employed by an accident and health company as an officer or other salaried representative, may solicit and effect contracts of accident and health insurance without being licensed hereunder, when and only when he is accompanied by or solicits for and on behalf of an agent duly licensed under the provisions of §§627.38-627.54.

(3) No accident and health insurer or licensed "accident and health insurance agent" doing business in the state, shall pay directly or indirectly any commission, or other valuable consideration to any person for services as an "accident and health insurance agent" within this state, unless such person shall hold a currently valid license to act as an "accident and health insurance agent" as required by the laws of this state; nor shall any person, other than a duly licensed "accident and health insurance agent," accept ~my such commission or other valuable consideraion; provided, however, that the provisions of this section shall not prevent the payment or receipt of renewal or other deferred commissions or pensions to or by any person solely because such person has ceased to hold a license to act as an "accident and health insurance agent."

History.-Comp. §3, ch. 25406, 1949.

627.41 Insurers to qualify agents; temporary license; examinations.-

(1) All insurers appointing agents to write accident and health insurance contracts only, shall qualify such agents under the provisions of §§627.38-627.54.

(2 ) Insurers appointing solicitors or agents to write accident and health contracts together with casualty or other insurance other than life shall qualify such agents under the provisions of chapter 627, Florida Statutes.

(3) Insurers appointing agents to write accident and health contracts together with indus-

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trial life or ordinary combination-life contracts · shall qualify such agents under the provisions of chapter 634, Florida Statutes.

(4) Insurers qualifying agents to write accident and health insurance contracts together with ordinary life contracts may qualify such agents under chapter 634, Florida Statutes, in which case no temporary license shall be issued, or they may file their application under the terms of §§627.38-627.54 in which case a temporary license to write accident and health contracts only may be issued to the applicant, which said temporary license shall be good for a period not to exceed forty-five days. During such forty-five day period, the applicant shall take and pass an examination as provided in §627.45* and such examination shall cover ordinary life under the terms of chapter 634 as well as accident and health under the provisions of §§627.38-627.54. If the applicant passes the entire examination to the satisfaction of the commissioner, he shall be given a life insurance and accident and health license under the provisions of chapter 634, Florida Statutes, without additional fees or taxes.

(5) In no event shall an agent be licensed under any of the laws of Florida for the selling of ordinary life insurance until such agent has successfully passed the appropriate examination. Provided, however, that this subsection shall not be construed to effect the granting of licenses under the provisions of §634.08.

History.-Comp. §4, ch, 25406, 1949. •original act refers to §9 (§627.38(3), (4)).

627.42 Appointment of agents; insurer to file notice; fee.-

(1) Each insurer on appointing an accident and health insurance agent shall file a written notice thereof on forms to be furnished by the commissioner and pay the license fee therefor as provided in subsection (1) of §205.45, Florida Statutes. The provisions of subsection (5) of §205.45, Florida Statutes, requiring the payment of a qualification tax for each agent appointed by, representing or acting for certain types of insurers will not apply to insurers qualifying agents to enter into contracts of insurance for health and accident insurance only.

(2) If any agent shall be licensed after April first of any year there shall be required to be paid for him only half of the license taxes required by subsection (1) of §205.45, Florida Statutes.

(3) If the persbn appointed as an agent is required to take an examination as hereinafter prescribed such application shall be accompanied by a filing fee in the amount of ten dollars. In the event a temporary license is issued and subsequently an applicant fails to qualify for, or is refused, a permanent license, neither the annual license fee nor filing fee shall be refunded.

(4) The ten dollars filing fee mentioned above shall be placed in a special fund in the insurance department, and used only by the commissioner for the salaries and expenses necessary in administering §§627.38-627.54.

History.-Comp. §5, ch. 25406, 1949.

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