FLORIDA RESEARCH INSTITUTE FOR EQUINE NURTURING, DEVELOPMENT AND SAFETY, INC., a Florida not for profit corporation, Appellant,
DANA DILLON and ROBERT DILLON, individually, Appellees.
final until disposition of timely filed motion for rehearing.
from the Circuit Court for the Seventeenth Judicial Circuit,
Broward County; Carlos A. Rodriguez, Judge; L.T. Case No.
H. Loffredo and Rebecca A. Rodriguez of Gray|Robinson, P.A.,
Fort Lauderdale, and Kristie L. Hatcher-Bolin of
Gray|Robinson, Lakeland, for appellant.
H. Little of Bruce H. Little, P.A., Fort Lauderdale, for
corporation, organized to provide horse rescue services,
appeals from the circuit court's final judgment, after a
non-jury trial, in favor of a wife and husband arising from
their alleged membership rights in the corporation. The
corporation primarily argues that the trial court erred in
two respects: (1) by concluding that the corporation
illegally terminated the wife's membership in the
corporation without affording her notice and a hearing; and
(2) by finding that the husband was a member of the
corporation at the time he demanded to inspect the
corporation's corporate records. On the first argument,
we agree with the corporation and reverse as to the
wife's action. On the second argument, we disagree with
the corporation and affirm without discussion as to the
present the circuit court's findings of fact in the final
judgment as to the wife's action to the extent such
findings are supported by competent, substantial evidence.
See Acoustic Innovations, Inc. Schafer, 976 So.2d
1139, 1143 (Fla. 4th DCA 2008) ("When a decision in a
non-jury trial is based on findings of fact from disputed
evidence, it is reviewed on appeal for competent, substantial
evidence."). Other record facts are included below where
necessary to provide a complete picture of the material
corporation was formed as a not for profit charitable
organization under chapter 617, Florida Statutes (governing
not for profit corporations). Persons can become member
sponsors of the corporation essentially by completing a
membership application, paying a membership fee, being
approved for membership, and paying recurring contributions
towards the care of a horse or horses which the member is
corporation was governed by a board of directors, sometimes
referred to as the board of trustees. The corporation was
operated according to a set of bylaws and a set of rules. The
corporation's original bylaws provided that the board
could remove a member by providing written notice to the
member of a hearing, at which the board could remove the
member for cause. The corporation later amended its bylaws to
delete the requirements of notice and a hearing before the
board could remove a member for cause. The amended bylaws
provide, in pertinent part:
The Board of Trustees may suspend or expel a member . . . for
"just cause" after a vote is held at any regular,
special or emergency meeting if deemed in the best interest
of the organization, the horses or the general membership.
Management may enforce the termination of membership if the
member has received a prior verbal and written warning as
stated in the Rules and Regulations. Should there be a vote
of the Board of Trustees to terminate a member, and that vote
is unanimous, when they terminate this member, then that
member becomes ineligible for reinstatement.
corporation's rules provide, in pertinent part:
Membership termination is at the discretion of management and
the Board of Directors.
Any member/sponsor, who we determine has intentionally tried
to undermine the organization, the Board of Directors or
Management will terminate their membership immediately and
bylaws amendment and rules existed before the wife became a
member of the corporation.
the wife became a member of the corporation, she received
multiple verbal and written warnings for various rules
violations. Despite these warnings, the wife ultimately sent
an e-mail to someone outside of the corporation, accusing the
corporation of a variety of misdeeds, and alleging, ...