A. Review articles and bylaws
Nonprofits should review and, where appropriate, amend their articles of incorporation and bylaws to address:
- Board size and composition
- Confirm whether the organization wants to rely on statutory flexibility or keep a higher minimum;
- For 501(c)(3) clients, confirm compliance with the proposed three-director minimum; and
- Review class-based, designated, or appointing-authority board structures.
- Meeting provisions
- Update definitions of written and oral notice;
- Authorize electronic notice and modern delivery methods;
- Expressly permit remote or hybrid member meetings where desired; and
- Conform special-meeting and waiver provisions to the new framework.
- Member Proxy provisions
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- Revise proxy forms and bylaw language to permit electronic appointments and revocations;
- Specify any limits on irrevocable proxies; and
- Clarify acceptance and challenge procedures.
- Member rights
- Revisit transferability restrictions, dues and assessments language, termination provisions, and class rights.
- Transactions
- Review provisions governing member approval, board recommendations, notice contents, and approval thresholds for mergers, asset sales, domestications, and conversions.
B. Update policies and board procedures
Organizations should also consider updating:
- Conflict-of-interest policies
- Define disclosure expectations;
- Require written conflict statements for material matters;
- Address recusals and participation limits; and
- Align committee and board procedures with the proposed fairness and burden-shifting framework.
- Board and committee charters
- Confirm which committees may act on behalf of the board;
- Identify any need for advisory committees; and
- Align quorum, action-without-meeting, and notice procedures.
- Minute templates and board packets
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- Include recitals supporting director reliance, good faith, best-interests determinations, and conflict-cleansing steps; and
- Create a regular record for remote participation verification where member meetings are held electronically.
C. Refresh forms, notices, and operational documents
Clients should consider revising:
- Annual and special meeting notices;
- Member demand forms;
- Member proxy forms;
- Written consents;
- Director and officer questionnaires;
- Conflict disclosure forms;
- Records-inspection request forms and response protocols;
- Annual financial statement request procedures; and
- Registered-agent, foreign-registration, and withdrawal checklists.
D. Tighten records and retention practices
Nonprofits should implement or refresh a records-retention policy that specifically covers:
- Articles and bylaws;
- Member minutes and actions for the required three-year period;
- Board and committee actions;
- Member communications;
- Current officer and director lists;
- Annual reports; and
- Confidential handling of member-requested records.
E. Prepare for litigation-risk management
For organizations with factional boards, active membership politics, or prior governance disputes, counsel should consider:
- Documenting board consideration of member and director complaints more formally;
- Strengthening conflict-cleansing procedures;
- Reviewing director-removal and vacancy provisions;
- Evaluating whether dispute-resolution or forum-selection provisions are appropriate under governing documents; and
- Preparing for broader derivative standing and judicial-removal claims.
F. Plan early for strategic transactions
For clients contemplating strategic transactions, early review should include:
- Whether any assets are held in trust or otherwise dedicated to charitable purposes;
- Donor restrictions and grant conditions;
- Member approval rights;
- Cross-entity merger feasibility;
- Domestication or conversion options;
- Filing requirements and timing; and
- Whether legacy bylaw provisions impede the new statutory flexibility.
Priority Checklist by Organization Type
1. 501(c)(3) public charities and private foundations
Highest priorities:
- Verify three-director minimum compliance;
- Review charitable asset restrictions;
- Update conflict and board-decision procedures; and
- Review merger, conversion, and dissolution planning assumptions.
2. Trade associations, chambers, clubs, and other mutual-benefit nonprofits
Highest priorities:
- Evaluate whether the new one-director minimum changes governance options;
- Review member rights, dues, transfer restrictions, proxies, and remote meetings; and
- Reassess director and officer liability and indemnification architecture.
3. Multi-entity systems and organizations with out-of-state affiliates
Highest priorities:
- Review foreign registration status in Florida;
- Assess merger, domestication, and conversion opportunities;
- Standardize records and notice procedures across affiliates; and
- Map charitable-purpose assets before any reorganization.
Questions?
Our Corporate and Nonprofit Practice Group is available to help your organization understand the new law, prepare for its implementation and tailor any updates to your organization’s specific governing structure, tax status, exempt purpose and operational needs. Our Nonprofit Team is experienced guiding organizations of all sizes and types through the maze of legal and compliance issues affecting the nonprofit sector, so that our clients maintain their focus on furthering their organization’s mission and purpose. To set up an appointment, contact our Nonprofit Organizations Practice Group administrator, Linda Cone at 561-227-4578.
This article is provided for informational purposes only and does not constitute legal advice. The Florida Nonprofit Corporation Act remains subject to the Governor’s signature and is not in effect as of the date of publication, April 3, 2026. Organizations should consult with legal counsel before taking action based on this information.