On July 1, 2026, the statute that governs every Florida nonprofit corporation was rewritten. CS/CS/HB 797, enacted as chapter 2026-168, Laws of Florida, comprehensively revised chapter 617 and renamed it the Florida Nonprofit Corporation Act. The Legislature aligned the chapter with the Model Nonprofit Corporation Act and harmonized it with the Florida Business Corporation Act. Both chambers passed it without a dissenting vote. The revision was not a legislative afterthought. It originated with a Chapter 617 Task Force formed by the Business Law Section of The Florida Bar, which spent years on it because the prior act had not been significantly amended in more than fifteen years.
Florida has roughly two hundred thousand domestic nonprofit corporations. Most have not read the new chapter. Their bylaws were drafted against the prior statute, and in many cases drafted years ago. That is the problem.
Why Bylaws Are the Pressure Point
Section 617.0206, Florida Statutes, permits bylaws to contain any provision for the regulation and management of the corporation’s affairs that is not inconsistent with law or with the articles of incorporation. That limitation is easy to overlook while the law sits still. When the law moves, a provision that was valid when adopted can become inconsistent without anyone touching the document.
The practical consequence is that a board can follow its own bylaws precisely and still be out of compliance. Nothing announces the conflict. It surfaces when a member challenges an election, when a director demands records, when a dispute reaches litigation and opposing counsel reads the governing documents against the current statute.
Four Places the New Act Reaches Bylaws
Officer conduct. Section 617.0844 is entirely new. It requires an officer to act in good faith and in a manner the officer reasonably believes to be in the corporation’s best interests, and to discharge duties with the care an ordinary prudent person in a like position would reasonably believe appropriate. It also imposes an affirmative obligation to inform a superior officer, the board, or a committee of any actual or probable material violation of law involving the corporation, or material breach of duty to the corporation, that the officer believes has occurred or is likely to occur. Bylaws that describe officer duties in purely administrative terms now understate the standard.
Derivative litigation. Sections 617.0741 through 617.0747 install a detailed derivative proceeding framework, and the right to bring these actions now extends to directors and officers rather than members alone. Indemnification and advancement provisions drafted before this framework existed deserve a fresh look.
Conflicts and qualified directors. Section 617.0143 introduces defined terms that now carry real weight, including material interest, material relationship, and qualified director. Conflict of interest policies written around a general recusal concept should be conformed to the statutory vocabulary, because the statute uses these terms to decide who may act on the corporation’s behalf.
Membership and meetings. The Act changes membership and meeting requirements, including provisions for remote meetings and proxy voting. Bylaws that predate remote participation, or that were amended hastily during the pandemic, frequently do not match the current default rules.
What a Review Actually Involves
This is not a proofreading exercise, and the central skill is sorting. The revised chapter contains two kinds of rules. Some are defaults that apply only where the articles or bylaws do not provide otherwise, and for those the organization’s own documents still govern. Others are mandatory, and for those a contrary bylaw provision gives way no matter how long it has been on the books. A review reads the governing documents provision by provision, sorts each rule into the correct category, identifies what is now inconsistent, and prepares the amendments. For most organizations the result is a short list of targeted changes rather than a rewrite. The value is in knowing which list you are on.
Boards that wait will not learn the answer on their own schedule. They will learn it from a member, a regulator, or a plaintiff.
Before Your Next Board Meeting
Haft Law Group advises Florida nonprofit and tax-exempt organizations on governance, formation, and compliance. If your articles and bylaws have not been reviewed against the Florida Nonprofit Corporation Act as revised, contact the firm to schedule that review.