Florida Statutes
Fla. Stat. § 607.0808 (2025)
Removal of directors by shareholders.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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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.
Notes of Decisions
Cited in 2
cases, 1999–2007 · leading case: Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999).
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “Levine's dismissal as a director was ineffective because it was not done at a noticed meeting of shareholders pursuant to section 607.0808(4), Florida Statutes (1997).”
FSOMA v. Slepin, 971 So. 2d 141 (Fla. 1st DCA 2007). “That may be done only by the shareholders in the case of a corporation for profit, see § 607.0808, Fla. Stat. (2007), or by the voting members in the case of a not-for-profit corporation.”
— 607.0808(4) — 1 case
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “Levine's dismissal as a director was ineffective because it was not done at a noticed meeting of shareholders pursuant to section 607.0808(4), Florida Statutes (1997).”
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