IN RE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE FLORIDA BAR FOUNDATION, INCORPORATED
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
The Florida Supreme Court approved proposed amendments to the Florida Bar Foundation's Articles of Incorporation that restructured the charter amendment process. The amendments allow the Board of Directors, Board of Governors, and Foundation membership to propose amendments independently to the Court, subject to notice and consultation requirements.
The Court approved the proposed amendments to Article 10 of the Florida Bar Foundation Charter. The amended article establishes four procedures for amending the charter: by petition of 50 or more members, by petition of the Board of Governors, by petition of the board of directors, or by other means, all requiring advance notice, opportunity for consultation, and Court approval.
[1] The Supreme Court of Florida has the authority to finally approve amendments to the Florida Bar Foundation's Articles of Incorporation.
[2] Amendments to the Florida Bar Foundation Charter can be proposed by the Foundation's Board of Directors, the Board of Governors of The Florida Bar, or by a petition of 50…
Previewing 2 of 6 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“This Court has the authority to finally approve such an amendment. See Fla. Bar Found. Charter, art. 10, paragraphs 10.2, 10.3, and 10.4; Fla. Bar Integr. Rule, art. XII.”
Establishes the Court's jurisdiction and authority over charter amendments
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceThe Florida Bar Foundation sought Court approval of amendments to its Charter. The amendments had been adopted by the Foundation's Board of Directors …
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
BOYD, Chief Justice.
This proceeding is before the Court on the petition of The Florida Bar Foundation, Incorporated, seeking approval of amendments to the Foundation’s Articles of Incorporation, also called its Charter. The amendment has been adopted by the Board of Directors of the Florida Bar Foundation and approved by the Board of Governors of The Florida Bar. This Court has the authority to finally approve such an amendment. See Fla. Bar Found. Charter, art. 10, paragraphs 10.2, 10.3, and 10.4; Fla. Bar Integr. Rule, art. XII.
The proposed amendment would revise article 10 of the Foundation’s Charter and thereby change the procedure for amending the Charter in the future. As the procedure followed in the present case illustrates, under the current provisions of article 10 of the Charter, the Board of Directors of the Foundation may by a two-thirds vote adopt a proposed amendment to the Charter. The proposed amendment must then obtain the approval of the Board of Governors of The Florida Bar before being presented to this Court.
The amendment as proposed would allow the Board of Directors of the Foundation and the Board of Governors of the Bar to propose amendments to this Court independently of each other, provided the proposing body gives the other group notice and an opportunity for consultation. The amendment also authorizes the making of amendment proposals directly by the Foundation membership with the concurrence of fifty members and provided notice and an opportunity for consultation is given to both the Foundation directors and the Bar governors.
We hereby approve the following amendments to article 10 of the Florida Bar Foundation Charter. Additions are indicated by underscoring; deletions are indicated by struck-through type.
Article 10. Amendment
10.1Notice of Amendments. Notice of the subject matter of a proposed amendment to these Articles shall be included in the notice of the meeting at which a proposed amendment is considered.
10.2 Directors Approval. — A resolution adopting-ar-p-roposed-amendment or-amendments shall be approved by two-thirds of all directors,-
10.3 Approval-. — An amendment adopted by-the-boar-d-uf-director-s-shall-be-presented to the Board of Governors of The Florida Bar for approval.
10.4 Approval. — An amendment adopted by the board-of-directors -and-approved by the Board of Governors of The Florida Bar shall be presented to the Supreme Court of Florida for-approval-in accordance with-Article XII -of-the Integration Rule-of-The Florida-Bar-.
10.5 Filing. — An-amendment-so-adopted and approved-shall-be -filed with-the-Secre-tar-y-o-f-State-as-pr-ov-ided-bylaw.
10.2 Procedure. These Articles of Incorporation may be amended in the following ways:
(a) By petition of 50 or more members of the Foundation directly to the Supreme Court of Florida, after' advance notice to and opportunity for consultation with and comment by the board of directors of the Foundation and the Board of Governors of The Florida Bar, and approval by the Court.
(b) By petition of the Board of Governors of The Florida Bar directly to the Supreme Court of Florida, after advance notice to and opportunity for consultation with and comment by the board of directors of the Foundation, and approval by the Court. A resolution adopting a proposed amendment or amendments shall be approved by an absolute majority of the members of the Board of Governors of The Florida Bar. (c) By petition of the board of directors of the Foundation directly to the Supreme Court of Florida, after advance notice to and opportunity for consultation with and comment by the Board of Governors of The Florida Bar, and approval by the Court. A resolution adopting a proposed amendment or amendments shall be approved by an absolute majority of the directors of the Foundation.
(d) “Advance notice” means submission of the subject matter and language of the proposed amendment to the body having the right to consult and comment at least thirty days before its next regularly scheduled meeting.
10.3 Effective Date. Any amendment approved by the Supreme Court of Florida shall be effective upon filing with the Secretary of State as provided by law.
The foregoing amendments to the Florida Bar Foundation Charter are hereby approved and adopted.
It is so ordered.
ADKINS, OVERTON, ALDERMAN, MCDONALD, EHRLICH and SHAW, JJ., concur.