Original Proceeding — Rules Regulating The Florida Bar.
William O.E. Henry, President, Orlando, Samuel S. Smith, Vice-President, Miami, Roderick N. Petrey, Immediate Past President, Miami, Randall C. Berg, Jr. and Peter M. Siegel, Miami, and Jane Elizabeth Curran, Executive Director, Orlando, for The Florida Bar Foundation, petitioner.
Russell E. Carlisle of Carlisle Lecates, Fort Lauderdale, amicus curiae for the Nat. Ass’n of IOLTA Programs, Inc., and Steven M. Goldstein and Henry George White, Tallahassee, amicus curiae for Florida Legal Services, Inc.
Rutledge R. Liles, President, Jacksonville, Stephen N. Zack, President-elect, Miami, A. Hamilton Cooke, Sp. Committee to Review Comprehensive IOTA, Jacksonville, and John F. Harkness, Jr., Executive Director and Paul F. Hill, Gen. Counsel, Tallahassee, for The Florida Bar.
Joseph W. Little, Gainesville, Florida; Henry P. Trawick, Jr., Sarasota, Richard V. Neill of Neill, Griffin, Jeffries and Lloyd, Fort Pierce, Brian C. Sanders, Fort Walton Beach, Michael H. Davidson of Watson Clark, Fort Lauderdale, Harvey M. Alper of Massey, Alper and Walden, Altamonte Springs, Hugo L. Black, Jr. of Kelly, Black, Black, Byrne, Craig Beasley, Miami, Ben L. Bryan, Jr. of Fee, Bryan Koblegard, P.A., Ft. Pierce, Jodi Siegel, Albert J. Hadeed and Alice K. Nelson of Southern Legal Counsel, Inc., Gainesville, Brent R. Taylor, The Ass’n for Retarded Citizens/Florida, Tallahassee, J. Michael Hartenstine of Williams, Parker, Harrison Dietz and Getzen, Sarasota, Terrence William Ackert, Winter Park, Thomas W. McAliley of Beckham, McAliley Schulz, P.A., Miami, and James V. Dolan, Fort Lauderdale, responding.
PER CURIAM.
In compliance with this Court’s request, the Foundation also submits for our approval, in accordance with the Florida Bar Foundation Charter, article X, section 10.2, proposed amendments to the Foundation’s Articles of Incorporation designed to ensure a fair and adequate representation of the Bar membership in the decisionmaking process. The proposed amendments to the Foundation’s charter represent a plan for the selection of the Foundation’s board of directors which was developed by a special joint committee of the Foundation and the Board of Governors of The Florida Bar and which was approved by the board of directors of the Foundation and the Board of Governors of The Florida Bar.
After considering the proposed amendments to rule 5-1.1(d), the proposed amendments to the Foundation’s charter and all comments filed, we adopt the appended amendments to rule 5-1.1(d) of the Rules Regulating The Florida Bar, requiring mandatory participation in Florida’s IOTA program, and approve the appended amendments to the The Florida Bar Foundation, Inc. Articles of Incorporation.
Under rule 5-1.1(d), as amended, all nominal or short-term funds which are placed in trust with a member of The Florida Bar practicing within the state of Florida must be deposited into an interest-bearing trust account for the benefit of the Florida Bar Foundation. Nominal or short-term funds are those funds of a client or third person which a lawyer determines cannot practicably be placed at interest for the benefit of the client or third person. A lawyer shall exercise good faith judgment in determining whether funds are nominal or short term. Factors to be considered in making
this determination are: 1) the amount of the funds; 2) the period of time funds are expected to be held; 3) the likelihood of delay in the transactions and proceedings; 4) the cost of establishing and maintaining an interest-bearing account; 5) minimum balance requirements and service charges or fees imposed. This determination shall rest in the sound judgment of the lawyer. No lawyer shall be charged with an ethical impropriety or other breach of professional conduct based on the exercise of such good faith judgment. The Foundation may authorize attorneys whose nominal or short-term trust funds cannot reasonably be expected to produce interest income net of reasonable service charges to maintain an interest-free trust account for such funds. Other than the annual written certification that he or she is in compliance with, or is exempt from, the provisions of rule 5-1.1(d), only one set of documents furnished by the Foundation will need to be signed by an attorney. All subsequent reporting and remittances will be transmitted to the Foundation by the banking institution.
Rule 5-1.1(d), as amended, shall became effective October 1, 1989. Under article VI, section 6.7, of the amended charter, transition to the new governance scheme shall begin in June 1990. Additions to the Florida Bar Foundation Charter are underlined and deletions are in struck-through type. Rule 5-1.1(d) is amended in its entirety as appended.
It is so ordered.
EHRLICH, C.J., and OVERTON, McDONALD, SHAW, BARKETT, GRIMES and KOGAN, JJ., concur.
APPENDIX Amended Rule 5-1.1(d) of the Rules
Regulating The Florida Bar
(d) Interest on trust accounts (IOTA) program.
(1) Definitions. As used in rule 5-1.1(d), the term:
a. “Nominal or short term” describes funds of a client or third
person which, pursuant to rule 5-1.1(d)(7), the lawyer has
determined cannot practicably be placed at interest for the
benefit of the client or third person.
b. “Foundation” means The Florida Bar Foundation, Inc.
c. “IOTA account” means a trust account described in rule
5-1.1(d)(2).
(2) Required participation. All nominal or short-term funds
belonging to clients or third persons which are placed in trust
with any member of The Florida Bar practicing from an office or
other business location within the State of Florida shall be
deposited into one or more interest-bearing trust accounts for
the benefit of the Foundation, except as provided in rule 4-1.15
with respect to funds maintained other than in a bank account, or
as provided in rule 5-1.2(a). Only trust funds which are nominal
or short term shall be deposited into an IOTA account. The member
shall certify annually, in writing, that the member is in
compliance with, or is exempt from, the provisions of rule
5-1.1(d).
(3) Eligible financial institutions. An IOTA account shall be
established with any bank or savings and loan association
authorized by federal or state laws to do business in Florida and
insured by the Federal Deposit Insurance Corporation, the Federal
Savings and Loan Insurance Corporation, or any successor
insurance corporation(s) established by federal or state laws.
The funds in each IOTA account shall be subject to withdrawal,
upon request, and without delay.
(4) Interest rates. The rate of interest on any IOTA account
shall not be less than the rate paid by the financial institution
to non-IOTA account depositors. Higher rates offered by the
financial institution to customers whose deposits exceed certain
time or quantity minimums may be obtained by a lawyer or law firm
for IOTA accounts on some or all of the deposited funds so long
as there is no impairment of the right to immediately withdraw or
transfer principal.
(5) Remittance instructions. Lawyers or law firms shall
direct the financial institution:
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a. Frequency of remittances. To remit interest on the balance
in the IOTA account, in accordance with the financial
institution’s standard practice for non-IOTA account depositors,
less reasonable service charges or fees, if any, in connection
with the IOTA account, at least quarterly, to the Foundation.
b. Statement to the Foundation. To transmit with each
remittance to the Foundation a statement showing the name of the
lawyer or law firm from whose IOTA account the remittance is
sent, the lawyer or law firm’s IOTA trust account number as
assigned by the financial institution, the rate of interest
applied, the period for which the remittance is made, the total
interest earned during the remittance period, the amount of any
service charges or fees assessed during the remittance period,
and the net amount of interest remitted for the period; and
c. Report to law firm. To transmit to the depositing lawyer
or law firm, for each remittance, a report showing the amount
paid to the Foundation, the rate of interest applied and the
period for which the report is made.
(6) Notice to Foundation. Lawyers or law firms shall advise
the Foundation at Post Office Box 1553, Orlando, Florida
32802-9919, of the establishment of an IOTA account. Such notice
shall include: the IOTA account number as assigned by the
financial institution; the name of the lawyer or law firm on the
IOTA account; the financial institution name; the financial
institution address; and the name and Florida Bar attorney number
of the lawyer, or of each member of The Florida Bar in a law
firm, practicing from an office or other business location within
the State of Florida, which has established an IOTA account.
(7) Determination of nominal or short-term funds. The lawyer
shall exercise good faith judgment in determining upon receipt
whether the funds of a client or third person are nominal or
short term. In the exercise of this good faith judgment, the
lawyer shall consider such factors as:
a. The amount of a client’s or third-person’s funds to be held
by the lawyer or law firm;
b. The period of time such funds are expected to be held;
c. The likelihood of delay in the relevant transaction(s) or
proceeding(s).
d. The cost to the lawyer or law firm of establishing and
maintaining an interest-bearing account or other appropriate
investment for the benefit of the client or third person;
e. Minimum balance requirements and/or service charges or fees
imposed by the financial institution.
The determination of whether a client’s or third person’s funds
are nominal or short term shall rest in the sound judgment of the
lawyer or law firm. No lawyer shall be charged with ethical
impropriety or other breach of professional conduct based on the
exercise of such good faith judgment.
(8) Small IOTA accounts. The Foundation may establish
procedures for a lawyer or law firm whose nominal or short-term
trust funds cannot reasonably be expected to, or have not
produced interest income net of reasonable financial institution
service charges or fees, to be authorized to maintain an
interest-free trust account for client and third-person funds
which are nominal or short term.
(9) Confidentiality. The Foundation shall protect the
confidentiality of information regarding a lawyer’s or law firm’s
trust account obtained by virtue of rule 5-1.1(d).
THE FLORIDA BAR
FOUNDATION, INC.
PROPOSED AMENDED ARTICLES OF
INCORPORATION
ARTICLE I
NAME
The name of this corporation shall be: The Florida Bar
Foundation, Inc. For convenience it is herein called the
corporation or the Foundation. The principal office and place of
business shall be at a location
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in Florida established and ordered by the board of directors. The
business of this corporation shall be carried on at its principal
office in Florida, and at such other places as may from time to
time be authorized by the board of directors.
ARTICLE II
PURPOSES AND POWERS
2.1 Purposes. The Foundation shall be operated exclusively
for charitable, scientific, literary and/or educational purposes
as described in Section 501(c)(3) of the Internal Revenue Code of
1954, or corresponding provisions of any subsequent federal tax
law (“Code”) including, but not limited to the following
particular purposes:
a) The improvement of the administration of justice and the
elevation of judicial standards;
b) The promotion of the study of law and research in the law,
the diffusion of legal knowledge and the continuing legal
education of lawyers;
c) The publication and the distribution of works on legal
subjects.
d) The improvement of relations between members of the Bar, the
judiciary and the public;
e) The fostering of suitable standards of legal education and
of admission to the Bar, and the furnishing of funds for making
grants and loans to qualified and worthy persons for the study of
law;
f) The aiding of members of The Florida Bar who shall be in
great need of assistance because of illness, misfortune or
advanced age;
g) The promotion of the preservation of the American
constitutional form of government;
h) In furtherance of the foregoing charitable, scientific,
literary and/or educational purposes, the assets and earnings of
the Foundation (including, but not limited to those assets and
earnings derived from the interest on Trust Savings
Accounts Program, implemented by Order of the Supreme Court of
Florida, (In re Interest on Trust Accounts, 402 So.2d 389 (Fla.
1981) as such Order may be amended from time to time) may be
used for any one or more of the following charitable activities
undertaken for exclusively public purposes:
(1) To provide legal aid to the poor;
(2) To provide law student loans and scholarships;
(3) To improve the administration of justice; and
(4) For such other programs for the benefit of the
public as are specifically approved from time to
time by the Supreme Court of Florida for
exclusively public purposes.
i) provided, however, that nNo part of the assets or net
earnings of the Foundation (including such assets or net earnings
as may be derived from the Interest on Trust Savings
Accounts Program described in Article 2.2 hereof below)
shall inure to the benefit of any private shareholder or
individual.; and f Further, provided that the
Foundation shall not carry on propaganda, or otherwise attempt,
to influence legislation, and shall not participate in, intervene
in (including the publication or distribution of statements), any
political campaign on behalf of any candidate for public office.
Except as more specifically hereinabove set forth, such
activities may be undertaken directly by the Foundation, or by
the provision of funds by the Foundation to The Florida Bar,
Florida Legal Services, Inc., or other organizations, to be used
exclusively for such purposes.
2.2 Contributions. The Foundation may receive, by
contribution, gift, bequest, devise, or in any other manner,
money, assistance, and any other form of real, personal, or mixed
property, from any person, firm or corporation to be used in the
furtherance of the purposes of the Foundation, provided, however,
that gifts shall be subject to acceptance by the board of
directors as required by the ByLaws. The Foundation may also
receive all funds generated by the Interest on Trust Accounts
Savings Program. implemented by Order of the Supreme Court
of Florida (in re: “Matter of Interest on Trust Accounts, et
seq.”)
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as such Order may be amended from time to time.
2.3 Offices and Employees. The Foundation may establish one
or more offices and employ such agents, employees and clerical
force as may be deemed necessary or proper to conduct and carry
on the work of the Foundation, and it may pay reasonable
compensation for the services of such persons.
2.4 Powers: General. The Foundation may contract and be
contracted with, sue and be sued, invest and reinvest the funds
of the Foundation, and do all acts and things requisite,
necessary, proper, or desirable to carry out and further the
purposes for which the Foundation is formed.
2.5 Powers: Interest on Trust Accounts Savings Program.
With respect to the activities of, and assets and earnings
derived from, the Interest on Trust Accounts Savings
Program, the Foundation may:
a) Authorize capital expenditures, accumulations, or reserves,
only as may be necessary to meet the reasonable working needs of
the Foundation in administering the Trust Account Savings
Program;
b) Retain professional investment advisory services;
c) Through its directors adopt rules of procedure reasonably
necessary or helpful in carrying out the purposes and powers of
the Foundation in managing and administering the Interest on
Trust Accounts Savings Program.
ARTICLE III
MEMBERS
3.1 Qualification. Each member of the Foundation shall be a
member of The Florida Bar who is interested in the purposes of
the Foundation.
3.2 Admission. Members shall be admitted by the directors in
the manner determined by the ByLaws.
3.3 Terms. The terms of membership of members shall be
established by the ByLaws.
3.4 Rights. Each member shall be entitled to one vote at
meetings of the Foundation, but no member of the Foundation shall
have any vested right, privilege or interest of, in or to the
assets, functions, affairs or franchise of the Foundation, or any
right, interest or privilege which may be transferable or
inheritable or which shall continue if the member’s his
membership ceases or while the member he is not in good
standing.
3.5 Termination. Membership shall be terminated in the manner
provided by the ByLaws. If a member ceases to be a member of The
Florida Bar, the member’s his membership in the Foundation
shall be thereby terminated. A membership may be terminated for
cause by concurrence of a majority of all directors of the
Foundation after due notice to the member and an opportunity to
be heard.
3.6 Meetings. Members shall meet annually at the time
provided in the ByLaws and special meetings may be called in the
manner provided in the ByLaws.
ARTICLE IV
TERM; DISSOLUTION
This corporation shall have perpetual existence. In the event
of a dissolution of the corporation, its assets, after payment of
all debts and charges of the corporation, and expenses of
dissolution, shall be distributed among all fully properly
accredited schools of law within the State of Florida, not
organized and operating exclusively for the benefit of any
private shareholder or individual, nor substantial part of the
activities of which is carrying on propaganda or otherwise
attempting to influence legislation, and which does not
participate in, intervene in (including the publishing or
distribution of statements) any political campaign on behalf of
any candidate for public office.
ARTICLE V
The names and residences of the original subscribers hereto are
as follows:
NAME RESIDENCE
Donald K. Carroll 1200 Greenleaf Building Jacksonville, Florida
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J. Lance Lazonby Baird Office Building Gainesville, Florida
Kenneth B. Sherouse, Supreme Court Building Tallahassee, Florida
William A. Gillen Citizens Building Tampa, Florida
J. Lewis Hall 121 1/2 E. Jefferson St. Tallahassee, Florida
Sherwood Spencer 1924 Hollywood Boulevard Hollywood, Florida
each of whom has been an officer or member of the Board of
Governors of The Florida Bar.
ARTICLE VI
DIRECTORS
6.1 Number. The affairs of the Foundation shall be managed by
a board of directors consisting of not less than 21 nor more
than 24 twenty-nine (29) directors, six eight (8) of whom
shall be directors as set forth in Article 6.2 hereof, and 15
eighteen to (18) of whom shall be directors as set forth
in Article 6.3 hereof., and three (3) of whom shall be the
president, president-elect, and secretary-treasurer as set forth
in Article 6.4 hereof. Directors as set forth in Article 6.2(f)
and Article 6.3 hereof shall be selected for staggered terms of
office.
6.2 Status and Appointed Designated Directors. Six Eight
(8) directors shall be directors by virtue of office, or
appointment designation, or selection as follows:
a) The Chief Justice of the Supreme Court of Florida, or by
proxy at any Foundation board or committee meeting that the Chief
Justice cannot attend, another Justice of the Supreme Court of
Florida, at the direction of the Chief Justice of the Supreme
Court of Florida;
b) Two other judicial officers to be appointed designated
annually by the Chief Justice of the Supreme Court of Florida;
c) The president of The Florida Bar, or by proxy at any
Foundation board or committee meeting that the president cannot
attend, the president-elect or a member of the executive
committee of the Board of Governors, at the direction of the
president of The Florida Bar;
d) The president of Florida Legal Services, Inc.; and
e) A representative of The immediate past president of The
Florida Bar who is a member of the Foundation, to be appointed
annually by the Board of Governors of The Florida Bar; and
f) Two public members, who shall not be lawyers, to be
selected by the nominating commission established pursuant to
Article 6.3(c) hereof, without submission to the Supreme Court of
Florida and certified to the Foundation no later than April 1st
of every year.
6.3 Other Selected Directors. Fifteen Eighteen (18)
directors shall be selected elected at the annual meeting of
the members in the manner provided by the ByLaws as follows:
a) One-third selected by the Foundation in the manner provided
by the ByLaws;
b) One-third selected by the Board of Governors of The Florida
Bar and certified to the Foundation no later than April 1st of
every year;
c) One-third selected by the Supreme Court of Florida from
among nominees submitted by an eight (8) member nominating
commission and certified to the Foundation no later than April
1st of every year. Membership on such nominating commission shall
be comprised of an equal number of appointments by the Foundation
in the manner provided by the ByLaws, and by the Board of
Governors of The Florida Bar, and each member so appointed shall
be a current or past director of the Foundation; and
d) Any director selected as set forth in Article 6.3 hereof
who is a member of The Florida Bar shall be a member of the
Foundation at the beginning of their term of office.
6.4 Officers Serve as Directors. In the event a person is
elected president, vice-president president-elect, or
secretary-treasurer of the Foundation, such person shall resign
his or her remaining who is not for his term of office as
otherwise a director of the Foundation, but he shall be a
director
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of the Foundation by virtue of his or her his office. for the
term of his office.
6.45 Term; Removal; Vacancies.
a) The Chief Justice of the Supreme Court of Florida, president
of The Florida Bar, and president of Florida Legal Services, Inc.
shall be directors of the Foundation during their respective
terms in office. The two judicial officers designated
appointed by the Chief Justice shall serve for one-year terms
of office and may be redesignated appointed for additional
one-year terms at the pleasure of the Chief Justice. The
representative immediate past president of The Florida Bar
shall serve for a one-year term. and may be reappointed for
additional one year terms at the pleasure of the Board of
Governors.
b) The two public members selected pursuant to Article 6.2(f)
hereof shall serve for a single, two-year staggered term. Their
removal from office shall be determined by the ByLaws. Vacancies
of directors selected pursuant to Article 6.2(f) hereof between
annual organization meetings of the board of directors which are
caused in any manner shall be filled by the nominating commission
pursuant to Article 6.2(f) hereof for the unexpired term.
c) The term of office of elected Directors selected pursuant
to Article 6.3 hereof shall serve for a three-year term, and may
serve for one additional, consecutive three-year term. Their
removal from office and the filling of the vacancies shall be
determined by the ByLaws. Vacancies of directors selected
pursuant to Article 6.3 hereof occurring between annual
organization meetings of the board of directors which are caused
in any manner shall be filled by the selecting authority for such
directors for the unexpired term.
d) An oOfficers of the Foundation who are is a
directors only by virtue of being officers his office shall
be a directors for their his terms in office only.
Their removal from office and the filling of vacancies shall be
determined by the ByLaws.
6.65 Executive Committee. The affairs of the Foundation
may be managed by an executive committee between meetings of the
board of directors. The executive committee shall consist of
directors and shall be established in the manner and with the
authority provided by the ByLaws.
6.7 Transition. To achieve Article 6.2(f) hereof, and in order
to achieve Article 6.3 hereof as terms of existing directors
expire or are terminated, selections of directors shall be made
in the following manner:
a) In June 1990:
(1) The nominating commission shall select one (1) lay member
for a one-year term beginning June 1990 and one (1) lay member
for a two-year term beginning June 1990 as set forth in Article
6.2(f) hereof;
(2) The Board of Governors of The Florida Bar shall select
four (4) directors as set forth in Article 6.3(b) hereof; and
(3) The Supreme Court of Florida shall select four (4)
directors as set forth in Article 6.3(c) hereof.
b) In June 1991:
(1) The Board of Governors of The Florida Bar shall select two
(2) directors as set forth in Article 6.3(b) hereof;
(2) The Supreme Court of Florida shall select two (2)
directors as set forth in Article 6.3(c) hereof; and
(3) The Foundation shall select one (1) director as set forth
in Article 6.3(a) hereof.
c) In June 1992, the Foundation shall select five (5)
directors as set forth in Article 6.3(a) hereof.
ARTICLE VII
OFFICERS
7.1 Number. The affairs of the Foundation shall be managed by
a board of directors and administered by a president,
vice-president president-elect, and secretary-treasurer, each
of whom has previously served on the board of directors, and such
assistant officers as the board of directors shall from time to
time deem desirable. Officers and assistant officer shall be
members of the Foundation at the beginning of their terms of
office.
7.2 Election. The officers shall be elected annually by the
board of directors
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in the manner provided by the ByLaws. at its first meeting
following the annual meeting of the members. Terms of office may
be limited as provided in the ByLaws.
ARTICLE VIII
BYLAWS
The board of directors of this corporation shall make and adopt
ByLaws for the corporation, and said board and its successors in
office shall have power to alter, amend, and rescind such ByLaws
or to adopt new ByLaws.
ARTICLE IX
DIRECTORS’ AND OFFICERS’
COMPENSATION AND
INDEMNIFICATION
9.1 Compensation. A dDirectors of the Foundation shall
not receive compensation, directly or indirectly, for their
his services as a directors. An oOfficers of the
Foundation shall not receive compensation, directly or
indirectly, for their his services as an officers unless
they he is are employed by the board of directors as a
member of the administrative staff of the Foundation. These
prohibitions shall not preclude reimbursement of a director,
officer, or duly appointed committee member for expenses or
advances made for the Foundation that are reasonable in character
and amount and approved for payment in the manner provided by the
ByLaws.
9.2 Indemnification. Every director and every officer of the
Foundation shall be indemnified by the Foundation against all
expenses and liabilities, including counsel fees, reasonably
incurred by or imposed upon such director or officer him in
connection with any proceeding or any settlement of any
proceeding to which such director or officer he may be a
party or in which such director or officer he may become
involved by reason of such director or officer his being or
having been a director or officer of the Foundation, whether or
not such director or officer he is a director or officer at
the time such expenses are incurred, except when the director or
officer is adjudged guilty of willful misfeasance or malfeasance
in the performance of the director’s or officer’s his duties;
provided that in the event of a settlement before entry of
judgment, the indemnification shall apply only when the board of
directors approves such settlement and reimbursement as being in
the best interest of the Foundation. The foregoing right of
indemnification shall be in addition to and not exclusive of all
other rights to which such director or officer may be entitled.
Appropriate liability insurance, if available, shall be
provided for every officer, directors and agents of the
Foundation in amounts determined from time to time by the board.
9.3 Interest of Directors and Officers in Contracts. Any
contract, whether for compensation or otherwise, or other
transactions between the corporation and one or more of its
directors or officers, or between the corporation and any firm of
which one or more of its directors or officers are stockholders
or employees, or in which they are interested, or between the
corporation and any corporation or association of which one or
more of its directors or officers are shareholders, members,
directors, officers or employees, or in which they are
interested, shall be valid for all purposes, notwithstanding the
presence of such director or directors, officer or officers, at
the meeting of the board of directors of the corporation which
acts upon or in reference to such contract or transaction and
notwithstanding his or their participation in such action, if
the fact of such interest shall be disclosed or known in writing
to the board of directors and the board of directors shall,
nevertheless, authorize, approve and ratify such contract or
transaction by vote or majority of the directors present, such
interested director or directors, officer or officers to be
counted in determining whether a quorum is present but not be
counted in calculating the majority of such quorum necessary to
carry such vote. This section shall not be construed to
invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable
thereto.
ARTICLE X
AMENDMENT
10.1 Notice of Amendments. Notice of the subject matter of a
proposed amendment
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to these Articles shall be included in the notice of the meeting
at which a proposed amendment is considered.
10.2 Procedure. These Articles of Incorporation may be
amended in the following ways:
a) By petition of fifty (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 approved 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 (30) 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.