Fort Myers, FL asked in Business Law for Florida

Q: One of three board members resigned, is it required to replace the member, if so, how long is allowed by Florida law?

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1 Lawyer Answer
Keith Kanouse
Keith Kanouse
  • Boca Raton, FL
  • Licensed in Florida

A: It depends on what the Articles of Incorporation or Bylaws provide. Absent a specific provision in these documents Florida law provides:

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.

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