Tropical Isles Co-op, Inc. is formed under Florida Statute Chapter 719 and, as such, is a legal entity with certain rights, obligations, limitations and responsibilities. The Co-op must operate under this Statute as well as all the laws and regulations that apply to any legal entity of this type.
There is a hierarchy of documents that govern operation in addition to compliance with the law. The Articles of Incorporation are filed with the Florida Department of State and document fundamental information such as the formal name of the Corporation, its address and its initial Registered Agent. The Articles list the Purpose and Powers of the Corporation, define the Corporate Membership and define the fact that the Corporation shall exist perpetually unless dissolved according to the law.
The Articles define the Directors Powers and Duties and list the individuals to serve as the first Board of Directors. This section is important because it defines the fact that, “The Powers of this corporation shall be exercised, its properties controlled and its affairs conducted by a Board of Directors, consisting of not less than three (3) persons. The initial number of directors of the corporation shall be seven (7); provided however, that such number may be changed by a By-Law duly adopted.”
The Articles invest the power to amend or repeal the By-Laws in the Members. The method to amend or repeal the By-Laws is defined. Finally, the Articles define the method by which the Articles of Incorporation themselves may be amended.