Florida Statutes
Fla. Stat. § 607.0821 (2025)
Action by directors without a meeting.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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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 A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the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.
Notes of Decisions
Cited in 4
cases (2 in the last 5 years), 1998–2023 · leading case: Sackett v. Shahid, 722 So. 2d 273 (Fla. 1st DCA 1998).
Sackett v. Shahid, 722 So. 2d 273 (Fla. 1st DCA 1998). “No minutes or written consents, see section 607.0821, Florida Statutes (1995), of the incorporator, shareholder(s), or director(s) were in existence to reflect any authorization of the initial issuance of shares to Mr.”
Daren C. Daly (Bankr. S.D. Florida 2023). “”); see also Fla. Stat. § 607.0821 (directors may act by written consent without a meeting, with such action “effective when the last director signs the consent and delivers the consent to the corporation, unless the consent specifies a different effective date.”
Daly v. Daly (Bankr. S.D. Florida 2023). “”); see also Fla. Stat. § 607.0821 (directors may act by written consent without a meeting, with such action “effective when the last director signs the consent and delivers the consent to the corporation, unless the consent specifies a different effective date.”
Robert P.\", 114 T.C. 14 (1970). “Ann. sec. 607.134 (West 1977) (current version at Fla.”
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