reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0809 - Vacancy on board.

607.0809 Vacancy on board.—
(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The shareholders may fill the vacancy;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office are less than a quorum, the vacancy may be filled by the affirmative vote of a majority of all the directors then remaining in office.
(2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
(3) A vacancy that will occur at a specified later date (by reason of a resignation effective at a later date under s. 607.0807(2) or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
History.—s. 76, ch. 89-154; s. 3, ch. 2009-205; s. 92, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.08101 - Compensation of directors.

607.08101 Compensation of directors.—Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
History.—s. 77, ch. 89-154; s. 149, ch. 90-179.
Note.—Former s. 607.0810.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0820 - Meetings.

607.0820 Meetings.—
(1) The board of directors may hold regular or special meetings in or out of this state.
(2) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the bylaws otherwise provide, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
(3) Meetings of the board of directors may be called by the chair of the board or by the president unless otherwise provided in the articles of incorporation or the bylaws.
(4) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in any meeting of the board of directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
History.—s. 78, ch. 89-154; s. 23, ch. 97-102; s. 93, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0821 - Action by directors without a meeting.

607.0821 Action by directors without a meeting.—
(1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member and delivered to the corporation.
(2) Action taken under this section is effective when the last director signs the consent and delivers the consent to the corporation, unless the consent specifies a different effective date. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
History.—s. 79, ch. 89-154; s. 94, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0822 - Notice of meetings.

607.0822 Notice of meetings.—
(1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least 2 days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
History.—s. 80, ch. 89-154.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0823 - Waiver of notice.

607.0823 Waiver of notice.—Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the date, time, place, or purpose of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to holding the meeting or to the transaction of business because the meeting is not lawfully called or convened and if the director, after objection, does not vote for or consent to action taken at the meeting.
History.—s. 81, ch. 89-154; s. 95, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0824 - Quorum and voting.

607.0824 Quorum and voting.—
(1) Unless the articles of incorporation or bylaws provide for a greater or lesser number, or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or the bylaws.
(2) The quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.
(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided for in this chapter.
(4) If any directors have special voting rights in compliance with the provisions of s. 607.0804, the quorum and voting requirements of this section shall be determined consistent with the provisions of s. 607.0804.
(5) A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless the director:
(a) Objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting specified business at the meeting; or
(b) Votes against or abstains from the action taken.
History.—s. 82, ch. 89-154; s. 24, ch. 97-102; s. 96, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0825 - Committees.

607.0825 Committees.—
(1) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, the board of directors may establish an executive committee and one or more other board committees to perform functions of the board of directors. Such committees shall be composed exclusively of one or more directors.
(2) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, the establishment of a board committee, the appointment of members to such committee, the dissolution of a previously created board committee, and the removal of members from a previously created board committee must be approved by a majority of all the directors in office when the action is taken.
(3) Sections 607.0820-607.0824, which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to board committees and their members as well.
(4) A board committee may exercise the powers of the board of directors under s. 607.0801, except that a board committee may not:
(a) Authorize or approve the reacquisition of shares unless pursuant to a formula or method, or within limits, prescribed by the board of directors.
(b) Approve, recommend to shareholders, or propose to shareholders action that this chapter requires be approved by shareholders.
(c) Fill vacancies on the board of directors or on any board committee.
(d) Adopt, amend, or repeal bylaws.
(5) The establishment of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in s. 607.0830.
(6) The board of directors may appoint one or more directors as alternate members of any board committee to fill a vacancy on the committee or to replace any absent or disqualified member of such committee during the member’s absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting, by unanimous action, may appoint another director to act in place of an absent or disqualified member during that member’s absence or disqualification.
History.—s. 83, ch. 89-154; s. 25, ch. 97-102; s. 97, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0826 - Submission of matters for a shareholder vote.

607.0826 Submission of matters for a shareholder vote.—A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
History.—s. 98, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0830 - General standards for directors.

607.0830 General standards for directors.—
(1) Each member of the board of directors, when discharging the duties of a director, including in discharging his or her duties as a member of a board committee, must act:
(a) In good faith; and
(b) In a manner he or she reasonably believes to be in the best interests of the corporation.
(2) The members of the board of directors or a board committee, when becoming informed in connection with a decisionmaking function or devoting attention to an oversight function, shall discharge their duties with the care that an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances.
(3) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in paragraph (5)(a) or paragraph (5)(b) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law.
(4) In discharging board or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (5).
(5) A director is entitled to rely, in accordance with subsection (3) or subsection (4), on:
(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
(b) Legal counsel, public accountants, or other persons retained by the corporation or by a committee of the board of the corporation as to matters involving skills or expertise the director reasonably believes are matters:
1. Within the particular person’s professional or expert competence; or
2. As to which the particular person merits confidence; or
(c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(6) In discharging board or board committee duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.
History.—s. 84, ch. 89-154; s. 26, ch. 97-102; s. 99, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0833 - Loans to officers, directors, and employees; guaranty of obligations.

607.0833 Loans to officers, directors, and employees; guaranty of obligations.—Any corporation may lend money to, guarantee any obligation of, or otherwise assist any officer, director, or employee of the corporation or of a subsidiary, whenever, in the judgment of the board of directors, such loan, guaranty, or assistance may reasonably be expected to benefit the corporation. The loan, guaranty, or other assistance may be with or without interest and may be unsecured or secured in such manner as the board of directors shall approve, including a pledge of shares of stock of the corporation. Nothing in this section shall be deemed to deny, limit, or restrict the powers of guaranty or warranty of any corporation at common law or under any statute. Loans, guarantees, or other types of assistance are subject to s. 607.0832.
History.—s. 87, ch. 89-154; s. 102, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0834 - Liability for unlawful distributions.

607.0834 Liability for unlawful distributions.—
(1) A director who votes for or assents to a distribution made in violation of s. 607.06401, s. 607.1410(1), or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating s. 607.06401, s. 607.1410(1), or the articles of incorporation if it is established that the director did not perform his or her duties in compliance with s. 607.0830. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2) A director held liable under subsection (1) for an unlawful distribution is entitled to contribution:
(a) From every other director who could be liable under subsection (1) for the unlawful distribution; and
(b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of s. 607.06401 or the articles of incorporation.
(3) A proceeding under this section is barred unless it is commenced:
(a) Within 2 years after the date on which the effect of the distribution was measured under s. 607.06401(6) or (8);
(b) Within 2 years after the date as of which the violation of s. 607.06401 occurred as the consequence of disregard of a restriction in the articles of incorporation;
(c) Within 2 years after the date on which the distribution of assets to shareholders under s. 607.1410(1) was made; or
(d) With regard to contribution or recoupment under subsection (2), within 1 year after the liability of the claimant has been finally adjudicated under subsection (1).
History.—s. 88, ch. 89-154; s. 150, ch. 90-179; s. 29, ch. 97-102; s. 103, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.08401 - Required officers.

607.08401 Required officers.—
(1) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(2) The board of directors may appoint one or more individuals to act as the officers of the corporation. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(3) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation required to be kept pursuant to s. 607.1601(1) and (5).
(4) The same individual may simultaneously hold more than one office in a corporation.
History.—s. 89, ch. 89-154; s. 151, ch. 90-179; s. 104, ch. 2019-90.
Note.—Former s. 607.0840.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0841 - Duties of officers.

607.0841 Duties of officers.—Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the duties of other officers.
History.—s. 90, ch. 89-154.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.08411 - General standards for officers.

607.08411 General standards for officers.—
(1) An officer, when performing in such capacity, shall act:
(a) In good faith; and
(b) In a manner the officer reasonably believes to be in the best interests of the corporation.
(2) An officer, when becoming informed in connection with a decisionmaking function, shall discharge his or her duties with the care that an ordinary prudent person in a like position would reasonably believe appropriate under similar circumstances.
(3) The duty of an officer includes the obligation to:
(a) Inform the superior officer to whom, or the board of directors or the committee to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer’s functions, and known or as should be known to the officer to be material to such superior officer, board, or committee; and
(b) Inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation the officer believes has occurred or is likely to occur.
(4) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection (6) to whom the responsibilities were properly delegated, formally or informally, by course of conduct.
(5) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (6).
(6) An officer is entitled to rely, in accordance with subsection (4) or subsection (5), on:
(a) One or more other officers of the corporation or one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
(b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters within the particular person’s professional or expert competence or as to which the particular person merits confidence.
History.—s. 105, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0842 - Resignation and removal of officers.

607.0842 Resignation and removal of officers.—
(1) An officer may resign at any time by delivering a written notice to the corporation. A resignation is effective as provided in s. 607.0141(5) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness if the board of directors or appointing officer provides that the successor does not take office until the vacancy occurs.
(2) An officer may be removed at any time with or without cause by:
(a) The board of directors;
(b) The appointing officer, unless the bylaws or the board of directors provide otherwise; or
(c) Any other officer, if authorized by the bylaws or the board of directors.
(3) For the purposes of this section, the term “appointing officer” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
History.—s. 91, ch. 89-154; s. 106, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0843 - Contract rights of officers.

607.0843 Contract rights of officers.—
(1) The appointment of an officer does not itself create contract rights.
(2) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.
History.—s. 92, ch. 89-154.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0850 - Definitions.

607.0850 Definitions.—In ss. 607.0850-607.0859, the term:
(1) “Agent” includes a volunteer.
(2) “Corporation” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a merger, so that any person who is or was a director or officer of a constituent corporation, or is or was serving at the request of a constituent corporation as a director or officer, member, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise or entity, is in the same position under this section with respect to the resulting or surviving corporation as he or she would have been with respect to such constituent corporation if its separate existence had continued.
(3) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director or officer, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or another enterprise or entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation or such plan also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context otherwise requires, the estate, heirs, executors, administrators, and personal representatives of a director or officer.
(4) “Expenses” includes reasonable attorney fees and expenses, including those incurred in connection with any appeal.
(5) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(6) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
(8) “Serving at the corporation’s request” includes any service as a director, officer, employee, or agent of the corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries.
History.—s. 93, ch. 89-154; s. 30, ch. 97-102; s. 107, ch. 2019-90; s. 22, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0851 - Permissible indemnification.

607.0851 Permissible indemnification.—
(1) Except as otherwise provided in this section and in s. 607.0859, and not in limitation of indemnification allowed under s. 607.0858(1), a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director or officer against liability incurred in the proceeding if:
(a) The director or officer acted in good faith;
(b) The director or officer acted in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; and
(c) In the case of any criminal proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.
(2) The conduct of a director or officer with respect to an employee benefit plan for a purpose the director or officer reasonably believed to be in the best interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of paragraph (1)(b).
(3) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the director or officer did not meet the relevant standard of conduct described in this section.
(4) Unless ordered by a court under s. 607.0854(1)(c), a corporation may not indemnify a director or an officer in connection with a proceeding by or in the right of the corporation except for expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, where such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.
History.—s. 108, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0852 - Mandatory indemnification.

607.0852 Mandatory indemnification.—A corporation must indemnify an individual who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by the individual in connection with the proceeding.
History.—s. 109, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0853 - Advance for expenses.

607.0853 Advance for expenses.—
(1) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if:
(a) The director or officer is not entitled to mandatory indemnification under s. 607.0852; and
(b) It is ultimately determined under s. 607.0854 or s. 607.0855 that the director or officer has not met the relevant standard of conduct described in s. 607.0851 or the director or officer is not entitled to indemnification under s. 607.0859.
(2) The undertaking required by paragraph (1)(b) must be an unlimited general obligation of the director or officer but need not be secured and may be accepted without reference to the financial ability of the director or officer to make repayment.
(3) Authorizations under this section must be made:
(a) By the board of directors:
1. If there are two or more qualified directors, by a majority vote of all of the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee appointed by such vote and comprised of two or more qualified directors; or
2. If there are fewer than two qualified directors, by the vote necessary for action by the board of directors under s. 607.0824(3), in which authorization vote directors who are not qualified directors may participate; or
(b) By the shareholders, but shares owned by or voted under the control of a director or officer who at the time of the authorization is not a qualified director or is an officer who is a party to the proceeding may not be counted as a vote in favor of the authorization.
History.—s. 110, ch. 2019-90.