CopyCited 1 times | Published | Florida 3rd District Court of Appeal
...rofit Act: "Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which the defective notice is alleged, must be commenced within 1 year after the effective date of the expulsion, suspension, or termination." § 617.0607(3), Fla....
CopyPublished | Florida 4th District Court of Appeal
...We hold that the trial court erred in conducting a de novo inquiry
into the merits of NLRI’s disciplinary decision, and that the defendant’s
membership was suspended and terminated pursuant to a procedure that
was fair and reasonable and carried out in good faith as required by section
617.0607(1), Florida Statutes....
...Instead, the trial court should have limited its inquiry to two
issues: (1) whether the Board complied with its own governing documents;
and (2) whether the defendant was suspended and terminated pursuant
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to a procedure that was fair and reasonable and carried out in good faith.
See § 617.0607(1), Fla....
...authorize a not-for-profit corporation, such as NLRI, to suspend or
terminate a member who fails to comply with the terms and conditions of
membership, so long as the suspension or termination is pursuant to a
procedure that is fair and reasonable and carried out in good faith. See §
617.0607(1), Fla....
...The second justiciable issue, then, is whether NLRI suspended and
terminated the defendant’s membership pursuant to a procedure that was
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fair and reasonable and carried out in good faith as required by section
617.0607(1), Florida Statutes.
This court has held that the plain language of section 617.0607(1) “does
not require notice and a hearing before a not for profit corporation
terminates a member.” Fla....
...The board held an
emergency meeting without providing notice to the member and voted
unanimously to terminate the member for cause. Id. at 541. On appeal,
we held that the corporation’s bylaws and rules set forth a termination
procedure that was fair and reasonable and was carried out in good faith
under section 617.0607(1), explaining that the member’s conduct provided
the board with “just cause” to find that she was intentionally trying to
undermine the organization....
...went far beyond the procedure this court approved in Dillon. Moreover,
the defendant’s various criticisms of NLRI’s procedure are insufficient to
give rise to a finding that NLRI acted in bad faith.
Contrary to the defendant’s argument, nothing in section 617.0607(1)
requires that the procedure for suspending or terminating a member be a
preexisting written procedure....
CopyPublished | Florida 4th District Court of Appeal
...e violations.
After a non-jury trial, the trial court entered a final judgment in the
wife’s favor. The trial court reasoned, in pertinent part:
The termination of any member of [the corporation] is
governed by Florida Statute § 617.0607, which dictates that a
member may not be expelled or suspended and that a
membership of a corporation may not be terminated or
suspended except pursuant to a procedure that is fair and
reasonable and carried out in good faith....
...terminate or initiated the process.
[The wife’s] membership was never effectively terminated;
and therefore, the Court determines her to still be a member
of [the corporation].
...
In reaching a decision in this case . . . , the Court
considered and applied . . . sec. 617.0607[,] Florida Statute[s].
A similar case considered and applied by the Court was La
Gorce Country Club v....
...efits and obligations of
membership in [the corporation] to [the wife] and to refrain
from involuntarily terminating the membership of [the wife]
without first according her notice and a hearing which
comports with Fla. Stat. § 617.0607 and the minimum
standards of due process of law ....
...2d DCA 2015)
(“[O]rganizational bylaws are treated as contracts, and we review
construction of those bylaws de novo.”).
We agree with the corporation’s arguments regarding its termination of
the wife’s membership for three reasons:
1. the plain language of section 617.0607(1), Florida Statutes (2013),
does not require notice and a hearing before a not for profit
corporation terminates a member;
2. the corporation’s bylaws and rules set forth an expulsion and
termination procedure “that is fair and reasonable and [was] carried
out in good faith” under section 617.0607(1); and
3....
...the case upon which the trial court primarily relied, La Gorce
Country Club v. Cerami,
74 So. 2d 95 (Fla. 1954), is inapplicable.
We address each reason in turn.
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1. Plain Language
First, the plain language of section
617.0607(1), Florida Statutes
(2013), does not require notice and a hearing before a not for profit
corporation terminates a member. Section
617.0607(1) states: “A member
of a [not for profit] corporation may not be expelled or suspended, and a
membership in the corporation may not be terminated or suspended,
except pursuant to a procedure that is fair and reasonable and is carried
out in good faith.” (emphasis added)....
...citations and quotation marks omitted).
2. Fair, Reasonable, and Good Faith
Second, the corporation’s bylaws and rules set forth an expulsion and
termination procedure “that is fair and reasonable and [was] carried out
in good faith” under section 617.0607(1)....
...However, our supreme court reached that conclusion after finding that
“the present case is controlled by statute under which the club was
incorporated, namely F.S. § 617.10.” Id. at 97. Section 617.10 was
repealed in 1990 (effective in 1991), and was very different than the
current section 617.0607....
...7
ceases, or while he is not in good standing; provided, that
before his membership shall cease against his consent he shall
be given an opportunity to be heard . . . .
(emphasis added).
The current section 617.0607, which the trial court cited in its final
judgment, contains no such requirement that before a person’s
membership shall cease against that person’s consent, the person shall be
given notice and an opportunity to be heard. Instead, the current section
617.0607(1) states: “A member of a [not for profit] corporation may not be
expelled or suspended, and a membership in the corporation may not be
terminated or suspended, except pursuant to a procedure that is fair and
reasonable and is carried out in good faith.” (emphasis added). The trial
court’s conclusion, that this procedure requires notice and an opportunity
to be heard, finds no support in section 617.0607’s plain language or case
law.
Conclusion
Based on the foregoing, we reverse the trial court’s final judgment to
the extent the trial court concluded that the corporation illegally
terminated...
