reglab/housing_qa huggingface dataset:
FL Stat § 607.0744 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0744 - Dismissal.

607.0744 Dismissal.—(1) A derivative proceeding may be dismissed, in whole or in part, by the court on motion by the corporation if a group specified in subsection (2) or subsection (3) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation. In all such cases, the corporation has the burden of proof regarding the qualifications, good faith, and reasonable inquiry of the group making the determination.(2) Unless a panel is appointed pursuant to subsection (3), the determination required in subsection (1) shall be made by:(a) A majority of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or(b) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.(3) Upon motion by the corporation, the court may appoint a panel consisting of one or more disinterested and independent individuals to make a determination required in subsection (1).(4) This section does not prevent the court from:(a) Enforcing a person’s rights under the corporation’s articles of incorporation or bylaws or this chapter, including the person’s rights to information under s. 607.1602; or(b) Exercising its equitable or other powers, including granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.History.—s. 76, ch. 2019-90.
FL Stat § 607.0745 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0745 - Discontinuance or settlement; notice.

607.0745 Discontinuance or settlement; notice.—(1) A derivative action on behalf of a corporation may not be discontinued or settled without the court’s approval.(2) If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class, series, or voting group of shareholders, the court shall direct that notice be given to the shareholders affected. The court may determine which party or parties to the derivative action shall bear the expense of giving the notice.History.—s. 77, ch. 2019-90.
FL Stat § 607.0746 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0746 - Proceeds and expenses.

607.0746 Proceeds and expenses.—On termination of the derivative proceeding the court may:(1) Order the corporation to pay from the amount recovered in the derivative proceeding by the corporation the plaintiff’s reasonable expenses, including reasonable attorney fees and costs, incurred in the derivative proceeding if it finds that, in the derivative proceeding, the plaintiff was successful in whole or in part; or(2) Order the plaintiff to pay any of the defendant’s reasonable expenses, including reasonable attorney fees and costs, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.History.—s. 78, ch. 2019-90.
FL Stat § 607.0747 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0747 - Applicability to foreign corporations.

607.0747 Applicability to foreign corporations.—In any derivative proceeding in the right of a foreign corporation brought in the courts of this state, the matters covered by ss. 607.0741-607.0747 shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for ss. 607.0743, 607.0745, and 607.0746.History.—s. 79, ch. 2019-90.
FL Stat § 607.0748 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0748 - Shareholder action to appoint custodians or receivers.

607.0748 Shareholder action to appoint custodians or receivers.—(1) A circuit court may appoint one or more persons to be custodians or receivers of and for a corporation in a proceeding by a shareholder where it is established that:(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or(b) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.(2) The court:(a) May issue injunctions, appoint one or more temporary custodians or temporary receivers with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;(b) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and(c) Has jurisdiction over the corporation and all of its property, wherever located.(3) The court may appoint a natural person, a domestic eligible entity, or a foreign eligible entity authorized to transact business in this state as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.(4) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended. Among other powers:(a) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and(b) A receiver may dispose of all or any part of the assets of the corporation, wherever located, at a public or private sale, if authorized by the court, and may sue and defend in the receiver’s own name as receiver in all courts of this state.(5) During a custodianship, the court may redesignate the custodian a receiver and, during a receivership, the court may redesignate the receiver a custodian, in each case if doing so is in the best interests of the corporation.(6) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to any custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.History.—s. 80, ch. 2019-90.
FL Stat § 607.0749 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0749 - Provisional director.

607.0749 Provisional director.—(1) In a proceeding by a shareholder, a provisional director may be appointed in the discretion of the court if it appears that such action by the court will remedy a situation in which the directors are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock. A provisional director may be appointed notwithstanding the absence of a vacancy on the board of directors, and such director shall have all the rights and powers of a duly elected director, including the right to notice of and to vote at meetings of directors, until such time as the provisional director is removed by order of the court or, unless otherwise ordered by a court, removed by a vote of the shareholders sufficient either to elect a majority of the board of directors or, if greater than majority voting is required by the articles of incorporation or the bylaws, to elect the requisite number of directors needed to take action. A provisional director shall be an impartial person who is neither a shareholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the court.(2) A provisional director shall report from time to time to the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation’s business, as the court shall direct. No provisional director shall be liable for any action taken or decision made, except as directors may be liable under s. 607.0831. In addition, the provisional director shall submit to the court, if so directed, recommendations as to the appropriate disposition of the action. Whenever a provisional director is appointed, any officer or director of the corporation may, from time to time, petition the court for instructions clarifying the duties and responsibilities of such officer or director.(3) In any proceeding under this section, the court shall allow reasonable compensation to the provisional director for services rendered and reimbursement or direct payment of reasonable costs and expenses, which amounts shall be paid by the corporation.History.—s. 81, ch. 2019-90.
FL Stat § 607.0750 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0750 - Direct action by shareholder.

607.0750 Direct action by shareholder.—(1) Subject to subsection (2), a shareholder may maintain a direct action against another shareholder, an officer, a director, or the company, to enforce the shareholder’s rights and otherwise protect the shareholder’s interests, including rights and interests under the articles of incorporation, the bylaws or this chapter or arising independently of the shareholder relationship.(2) A shareholder maintaining a direct action under this section must plead and prove either:(a) An actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the corporation; or(b) An actual or threatened injury resulting from a violation of a separate statutory or contractual duty owed by the alleged wrongdoer to the shareholder, even if the injury is in whole or in part the same as the injury suffered or threatened to be suffered by the corporation.History.—s. 82, ch. 2019-90; s. 19, ch. 2020-32.
FL Stat § 607.0801 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0801 - Requirement for and duties of board of directors.

607.0801 Requirement for and duties of board of directors.—(1) Except as may be provided in an agreement authorized pursuant to s. 607.0732(1), each corporation must have a board of directors.(2) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction of, and subject to the oversight of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under s. 607.0732.History.—s. 68, ch. 89-154; s. 21, ch. 93-281; s. 83, ch. 2019-90.
FL Stat § 607.0802 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0802 - Qualifications of directors.

607.0802 Qualifications of directors.—(1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe additional qualifications for directors or nominees for directors.(2) A qualification for nomination for director prescribed before a person’s nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person’s nomination does not apply to such person with respect to such nomination.(3) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director’s term. A qualification prescribed after a director has been elected or appointed does not apply to that director before the end of that director’s term.(4) In the event that the eligibility to serve as a member of the board of directors of a condominium association, cooperative association, homeowners’ association, or mobile home owners’ association is restricted to membership in such association and membership is appurtenant to ownership of a unit, parcel, or mobile home, a grantor of a trust described in s. 733.707(3), or a qualified beneficiary as defined in s. 736.0103 of a trust which owns a unit, parcel, or mobile home shall be deemed a member of the association and eligible to serve as a director of the condominium association, cooperative association, homeowners’ association, or mobile home owners’ association, provided that said beneficiary occupies the unit, parcel, or mobile home.History.—s. 69, ch. 89-154; s. 1, ch. 99-382; s. 16, ch. 2006-217; s. 15, ch. 2013-172; s. 84, ch. 2019-90.
FL Stat § 607.0803 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0803 - Number of directors.

607.0803 Number of directors.—(1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.(2) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.(3) Directors are elected at the first annual shareholders’ meeting and at each annual shareholders’ meeting thereafter, unless elected by written consent in lieu of an annual shareholders’ meeting pursuant to s. 607.0704 or unless their terms are staggered under s. 607.0806.History.—s. 70, ch. 89-154; s. 85, ch. 2019-90.
FL Stat § 607.0804 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0804 - Election of directors by certain voting groups; special voting rights of certain directors.

607.0804 Election of directors by certain voting groups; special voting rights of certain directors.—The articles of incorporation may confer upon holders of any voting group the right to elect one or more directors who shall serve for such term and have such voting powers as are stated in the articles of incorporation. The terms of office and voting powers of the directors elected in the manner provided in the articles of incorporation may be greater than or less than those of any other director or class of directors. If the articles of incorporation provide that directors elected by the holders of a voting group shall have more or less than one vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors. If a shareholders’ agreement meeting the requirements of s. 607.0732, or articles of incorporation or bylaws meeting the requirements of s. 607.0732, provide that directors shall have more or less than one vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.History.—s. 71, ch. 89-154; s. 22, ch. 93-281; s. 86, ch. 2019-90.
FL Stat § 607.0805 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0805 - Terms of directors generally.

607.0805 Terms of directors generally.—(1) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.(2) The terms of all other directors expire at the next annual shareholders’ meeting following their election, except to the extent:(a) Provided in s. 607.0806;(b) Provided in s. 607.1023 if a bylaw electing to be governed by that section is in effect; or(c) That a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.(3) A decrease in the number of directors does not shorten an incumbent director’s term.(4) The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.(5) Except to the extent otherwise provided in the articles of incorporation or under s. 607.1023, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director’s term, the director continues to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors.History.—s. 72, ch. 89-154; s. 20, ch. 97-102; s. 87, ch. 2019-90.
FL Stat § 607.0806 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0806 - Staggered terms for directors.

607.0806 Staggered terms for directors.—(1) The articles of incorporation, the initial bylaws, or a bylaw adopted by a vote of the shareholders may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total, as near as may be practicable. In that event, the terms of the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be elected for a term of 2 years or 3 years, as the case may be, to succeed those whose terms expire. If the directors have staggered terms, then any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.(2) In the case of any Florida corporation in existence prior to July 1, 1990, directors of such corporation divided into four classes may continue to serve staggered terms as the articles of incorporation or bylaws of such corporation provided immediately prior to July 1, 1990, unless and until the articles of incorporation or bylaws are amended to alter or terminate such classes.History.—s. 73, ch. 89-154; s. 23, ch. 93-281; s. 88, ch. 2019-90.
FL Stat § 607.0807 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0807 - Resignation of directors.

607.0807 Resignation of directors.—(1) A director may resign at any time by delivering written notice of resignation to the board of directors or its chair or to the secretary of the corporation.(2) A resignation is effective when the notice of resignation is delivered unless the notice of resignation specifies a later effective date or an effective date determined upon the subsequent happening of an event or events. If a resignation is made effective at a later date or upon the subsequent happening of an event or events, the board of directors may fill the pending vacancy before the effective date occurs if the board of directors provides that the successor does not take office until the effective date.(3) A resignation that specifies a later effective date or that is conditioned upon the subsequent happening of an event or events or upon failing to receive a specified vote for election as a director may provide that the resignation is irrevocable.History.—s. 74, ch. 89-154; s. 21, ch. 97-102; s. 2, ch. 2009-205; s. 89, ch. 2019-90.
FL Stat § 607.0808 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0808 - Removal of directors by shareholders.

607.0808 Removal of directors by shareholders.—(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her.(3) A director may be removed if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal and, if action is taken by less than unanimous written consent, voting shareholders entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal.(4) A director may be removed by the shareholders only at a meeting of shareholders called for the purpose of removing the director, and the meeting notice must state that the removal of the director is the purpose, or one of the purposes, of the meeting.History.—s. 75, ch. 89-154; s. 22, ch. 97-102; s. 90, ch. 2019-90; s. 20, ch. 2020-32.
FL Stat § 607.08081 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.08081 - Removal of directors by judicial proceedings.

607.08081 Removal of directors by judicial proceedings.—(1) The circuit court in the applicable county may remove a director from office, and may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that:(a) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and(b) Considering the director’s course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.(2) A shareholder proceeding on behalf of the corporation under paragraph (1)(a) shall comply with all of the requirements of ss. 607.0741-607.0747, except s. 607.0741(1).History.—s. 91, ch. 2019-90.