reglab/housing_qa huggingface dataset:
FL Stat § 607.0631 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0631 - Corporation’s acquisition of its own shares.

607.0631 Corporation’s acquisition of its own shares.—(1) A corporation may acquire its own shares, and, unless otherwise provided in the articles of incorporation or except as provided in subsection (4) or subsection (5), shares so acquired constitute authorized but unissued shares of the same class but undesignated as to series.(2) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.(3) Articles of amendment to effectuate a reduction in the authorized shares by the number of shares acquired by the corporation may be adopted by the board of directors without shareholder action, shall be delivered to the department for filing, and shall set forth:(a) The name of the corporation;(b) The reduction in the number of authorized shares, itemized by class and series; and(c) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.(4) Shares of a corporation in existence on June 30, 1990, which are treasury shares under s. 607.004(18), Florida Statutes (1987), shall be issued, but not outstanding, until canceled or disposed of by the corporation.(5) A corporation that has shares of any class or series which are registered on a national securities exchange may acquire such shares and designate, either in the bylaws or in the resolutions of its board, that shares so acquired by the corporation shall constitute treasury shares.(6) Shares that a corporation acquires in a fiduciary capacity for the benefit of any person other than the corporation directly or indirectly through an entity controlled by the corporation may not be deemed to have been acquired by the corporation for purposes of this section.History.—s. 47, ch. 89-154; s. 1, ch. 99-135; s. 50, ch. 2019-90.
FL Stat § 607.0701 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0701 - Annual meeting.

607.0701 Annual meeting.—(1) Unless directors are elected by written consent in lieu of an annual meeting pursuant to s. 607.0704, a corporation shall hold a meeting of shareholders annually, for the election of directors and for the transaction of any proper business, at a time stated in or fixed in accordance with the bylaws.(2) Annual meetings of shareholders may be held in or out of this state at a place stated in or fixed in accordance with the bylaws or, when not inconsistent with the bylaws, stated in the notice of the annual meeting. If no place is stated in or fixed in accordance with the bylaws, or stated in the notice of the annual meeting, annual meetings shall be held at the corporation’s principal office.(3) The failure to hold the annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws or pursuant to this chapter does not affect the validity of any corporate action and shall not work a forfeiture of or dissolution of the corporation.(4) Participation of shareholders and proxy holders at an annual meeting of shareholders by remote communication shall be governed by and subject to the provisions of s. 607.0709.History.—s. 49, ch. 89-154; s. 9, ch. 2003-283; s. 52, ch. 2019-90.
FL Stat § 607.0702 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0702 - Special meeting.

607.0702 Special meeting.—(1) A corporation shall hold a special meeting of shareholders:(a) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or(b) If shareholders holding not less than 10 percent, unless a greater percentage not to exceed 50 percent is required by the articles of incorporation, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.(2) Special meetings of shareholders may be held in or out of the state at a place stated in or fixed in accordance with the bylaws or, when not inconsistent with the bylaws, in the notice of the special meeting. If no place is stated in or fixed in accordance with the bylaws or in the notice of the special meeting, special meetings shall be held at the corporation’s principal office.(3) Only business within the purpose or purposes described in the special meeting notice required by s. 607.0705 may be conducted at a special meeting of shareholders.(4) Participation of shareholders and proxy holders at a special meeting of shareholders by remote communication shall be governed by and subject to the provisions of s. 607.0709.History.—s. 50, ch. 89-154; s. 10, ch. 2003-283; s. 53, ch. 2019-90.
FL Stat § 607.0703 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0703 - Court-ordered meeting.

607.0703 Court-ordered meeting.—(1) The circuit court in the applicable county may summarily order a meeting to be held:(a) On application of any shareholder entitled to vote at an annual meeting if neither an annual meeting has been held nor an action by written consent in lieu thereof has become effective within any 15-month period; or(b) On application of one or more shareholders who signed a demand for a special meeting valid under s. 607.0702, if:1. Notice of the special meeting was not given within 60 days after the first day on which the requisite number of demands have been delivered to the corporation’s secretary; or2. The special meeting was not held in accordance with the notice.(2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum by voting group required for matters to be considered at the meeting (or direct that the votes of a voting group represented at the meeting constitute a quorum of such voting group for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.History.—s. 51, ch. 89-154; s. 13, ch. 93-281; s. 54, ch. 2019-90.
FL Stat § 607.0706 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0706 - Waiver of notice.

607.0706 Waiver of notice.—(1) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records. Neither the business to be transacted at nor the purpose of any regular or special meeting of the shareholders need be specified in any written waiver of notice unless so required by the articles of incorporation or the bylaws.(2) A shareholder’s attendance at a meeting:(a) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.History.—s. 54, ch. 89-154; s. 57, ch. 2019-90.
FL Stat § 607.0709 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0709 - Remote participation in annual and special meetings of shareholders.

607.0709 Remote participation in annual and special meetings of shareholders.—(1) Shareholders of any voting group, other persons entitled to vote on behalf of shareholders pursuant to s. 607.0721, attorneys in fact for shareholders, and holders of proxies appointed pursuant to s. 607.0722 may participate in any annual or special meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such voting group. Participation by means of remote communication is subject to such guidelines and procedures as the board of directors adopts, and must be in conformity with subsection (2).(2) Shareholders, other persons entitled to vote on behalf of shareholders pursuant to s. 607.0721, attorneys in fact for shareholders, and holders of proxies appointed pursuant to s. 607.0722 participating in a shareholders’ meeting by means of remote communication authorized under subsection (1) shall be deemed present in person and may vote at such a meeting, whether such meeting is to be held at a designated place or solely by means of remote communication, if the corporation has implemented reasonable measures:(a) To verify that each person participating remotely as a shareholder is a shareholder, is another person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, is an attorney in fact for a shareholder, or is a holder of a proxy appointed pursuant to s. 607.0722; and(b) To provide such shareholders, such other persons entitled to vote on behalf of shareholders pursuant to s. 607.0721, such attorneys in fact for shareholders, and such holders of proxies appointed pursuant to s. 607.0722, a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.(3) If any shareholder, any other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, any attorney in fact for a shareholder, or any holder of a proxy appointed pursuant to s. 607.0722, votes or takes action at a shareholders’ meeting by means of remote communication authorized under this section, a record of such vote or other action shall be maintained by the corporation.(4) If the board of directors is authorized to determine the place of a shareholders’ meeting, the board of directors may, in its sole discretion, determine that the meeting shall be held solely by means of remote communication.History.—s. 59, ch. 2019-90.
FL Stat § 607.0723 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0723 - Shares held by intermediaries and nominees.

607.0723 Shares held by intermediaries and nominees.—(1) A corporation’s board of directors may establish a procedure under which a person on whose behalf shares that are registered in the name of an intermediary or a nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a beneficial ownership certificate. The terms, conditions, and limitations of such treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder may not have those rights or privileges.(2) The procedure must specify:(a) The types of intermediaries or nominees to which it applies;(b) The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;(c) The manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person or persons on whose behalf the shares are held;(d) The information that must be provided when the procedure is selected;(e) The period for which selection of the procedure is effective;(f) Requirements for notice to the corporation with respect to the arrangement; and(g) The form and contents of the beneficial ownership certificate.(3) The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.History.—s. 59, ch. 89-154; s. 63, ch. 2019-90.
FL Stat § 607.0725 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0725 - Quorum and voting requirements for voting groups.

607.0725 Quorum and voting requirements for voting groups.—(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.(2) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.(3) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter requires a greater number of affirmative votes.(4) The holders of a majority of the shares represented, and who would be entitled to vote at a meeting if a quorum were present, where a quorum is not present, may adjourn such meeting from time to time.(5) The articles of incorporation may provide for a greater voting requirement or a greater or lesser quorum requirement for shareholders, or voting groups of shareholders, than is provided by this chapter, but in no event shall a quorum consist of less than one-third of the shares entitled to vote.(6) An amendment to the articles of incorporation that adds, changes, or deletes a greater or lesser quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.(7) The election of directors is governed by s. 607.0728.(8) Whenever a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in s. 607.1004 for amendments of articles of incorporation apply to that provision.History.—s. 61, ch. 89-154; s. 16, ch. 93-281; s. 65, ch. 2019-90.
FL Stat § 607.0726 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0726 - Action by single and multiple voting groups.

607.0726 Action by single and multiple voting groups.—(1) If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in s. 607.0725.(2) If the articles of incorporation or this chapter provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in s. 607.0725. Action may be taken by different voting groups on a matter at different times.History.—s. 62, ch. 89-154; s. 66, ch. 2019-90.
FL Stat § 607.0728 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0728 - Voting for directors; cumulative voting.

607.0728 Voting for directors; cumulative voting.—(1) Unless otherwise provided in the articles of incorporation, or in a bylaw that fixes a greater voting requirement for the election of directors and that is adopted by the board of directors or shareholders of a corporation having shares registered pursuant to s. 12 of the Securities Exchange Act of 1934 at the time of adoption, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. A bylaw provision or amendment adopted by shareholders which specifies the votes necessary for the election of directors may not be further amended or repealed by the board of directors.(2) Each shareholder who is entitled to vote at an election of directors has the right to vote the number of shares owned by him or her for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.(3) A statement included in the articles of incorporation that “all or a designated voting group of shareholders are entitled to cumulate their votes for directors,” or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.History.—s. 64, ch. 89-154; s. 16, ch. 97-102; s. 1, ch. 2009-205; s. 67, ch. 2019-90.
FL Stat § 607.0730 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0730 - Voting trusts.

607.0730 Voting trusts.—(1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for him or her or for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office. After filing a copy of the list and agreement in the corporation’s principal office, such copy shall be open to inspection by any shareholder of the corporation (subject to the requirements of s. 607.1602(3)) or by any beneficiary of the trust under the agreement during business hours.(2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name.History.—s. 65, ch. 89-154; s. 18, ch. 93-281; s. 17, ch. 97-102; s. 1, ch. 98-101; s. 69, ch. 2019-90.
FL Stat § 607.0731 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0731 - Voting agreements.

607.0731 Voting agreements.—(1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of s. 607.0730.(2) A voting agreement created under this section is specifically enforceable.(3) A transferee of shares in a corporation the shareholders of which have entered into an agreement authorized by subsection (1) shall be bound by such agreement if the transferee takes shares subject to such agreement with notice thereof. A transferee shall be deemed to have notice of any such agreement or any renewal thereof if the existence of such agreement is noted on the face or back of the certificate or certificates representing such shares or on the information statement for uncertified shares required by s. 607.0626(2).History.—s. 66, ch. 89-154; s. 147, ch. 90-179; s. 19, ch. 93-281; s. 18, ch. 97-102; s. 70, ch. 2019-90.
FL Stat § 607.0741 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0741 - Standing.

607.0741 Standing.—(1) A shareholder may not commence a derivative proceeding unless the shareholder is a shareholder at the time the action is commenced and:(a) Was a shareholder when the conduct giving rise to the action occurred; or(b) Whose status as a shareholder devolved on the person through transfer or by operation of law from one who was a shareholder when the conduct giving rise to the action occurred.(2) In ss. 607.0741-607.0747, the term “shareholder” means a record shareholder, a beneficial shareholder, or an unrestricted voting trust beneficial owner.History.—s. 73, ch. 2019-90.
FL Stat § 607.0742 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0742 - Complaint; demand and excuse.

607.0742 Complaint; demand and excuse.—A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity:(1) The demand, if any, made to obtain the action desired by the shareholder from the board of directors; and(2) Either:(a) If such a demand was made, that the demand was refused, rejected, or ignored by the board of directors prior to the expiration of 90 days from the date the demand was made;(b) If such a demand was made, why irreparable injury to the corporation or misapplication or waste of corporate assets causing material injury to the corporation would result by waiting for the expiration of a 90-day period from the date the demand was made; or(c) The reason or reasons the shareholder did not make the effort to obtain the desired action from the board of directors or comparable authority.History.—s. 74, ch. 2019-90.
FL Stat § 607.0743 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0743 - Stay of proceedings.

607.0743 Stay of proceedings.—If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.History.—s. 75, ch. 2019-90.