In previous entries during 2019, I summarized the legal duties of Directors and applicable State law on conflicts of interest. At those times, the Florida Legislature was considering the major overhaul and updating of the corporation laws. Since then, the Florida Business Corporation Act, Chapter 607, was enacted and is now effective. The Florida Corporation Not For Profit Act, Chapter 617, was amended only in limited ways.
The actual legal duties of Directors, as stated in Section 617.0830, General Standards For Directors, should be read by you from time to time in your capacity as ALPl’s Board. This Section was left unchanged by the 2019 Legislature.
Also left unchanged was Section 617.0832, of the Florida Not For Profit Corporation Act, on Conflicts of Interest. This Section suggests that a contract may be entered into between a corporation and another entity, in which a Director may have some financial interest. The contract is nevertheless not void or voidable, so long as the terms of the contract are fair and reasonable to the corporation. If the Board votes to approve the contract, then procedures are detailed in the statute for disclosing those financial interests, for voting, and for the required quorum. This Section of the Florida Statutes should be read by you whenever you might have a financial interest in an entity which contracts with ALPI.