Florida Statute 617.0808 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 617
CORPORATIONS NOT FOR PROFIT

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F.S. 617.0808

617.0808 Removal of directors.—

(1) Subject to subsection (2), a director may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws, which shall provide the following, and if they do not do so, shall be deemed to include the following:

(a) Any member of the board of directors may be removed from office with or without cause by:

1. Except as provided in paragraph (i), a majority of all votes of the directors, if the director was elected or appointed by the directors; or

2. A majority of all votes of the members, if the director was elected or appointed by the members.

(b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. However:

1. A director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors, except as provided in subparagraphs 2. and 3.

2. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the removal of the director.

3. If at the beginning of the term of a director the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.

(c) The notice of a meeting to recall a member or members of the board of directors shall state the specific directors sought to be removed.

(d) A proposed removal of a director at a meeting shall require a separate vote for each director whose removal is sought. Where removal is sought by written consent, a separate consent is required for each director to be removed.

(e) If removal is effected at a meeting, any vacancies created shall be filled by the members or directors eligible to vote for the removal.

(f) Any director who is removed from the board is not eligible to stand for reelection until the next annual meeting at which directors are elected.

(g) Any director removed from office shall turn over to the board of directors within 72 hours any and all records of the corporation in his or her possession.

(h) If a director who is removed does not relinquish his or her office or turn over records as required under this section, the circuit court in the county where the corporation’s principal office is located may summarily order the director to relinquish his or her office and turn over corporate records upon application of any member.

(i) A director elected or appointed by the board may be removed without cause by a vote of two-thirds of the directors then in office or such greater number as is set forth in the articles of incorporation or bylaws.

(2) A director of a corporation described in s. 501(c) of the Internal Revenue Code may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws, and the corporation may provide in the articles of incorporation or the bylaws that it is subject to the provisions of subsection (1).

(3) This section does not apply to any corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.

History.—s. 42, ch. 90-179; s. 56, ch. 93-281; s. 65, ch. 95-274; s. 85, ch. 97-102; s. 1, ch. 97-230; s. 28, ch. 2009-205; s. 3, ch. 2010-174.

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F.S. 617.0808 on Casetext

Amendments to 617.0808

Arrestable Offenses / Crimes under Fla. Stat. 617.0808

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 617.0808.

Annotations, Discussions, Cases:

Cases Citing Statute 617.0808

Total Results: 5

AIDA AUGUSTE v. JOHN WESLEY HYACINTHE

Court: Fla. Dist. Ct. App. | Date Filed: 2022-09-07T00:53:00-07:00

Snippet: Count I alleged that Hyacinthe violated section 617.0808, Florida Statutes (2018), regarding removal of

Bendross v. Readon

Court: Fla. Dist. Ct. App. | Date Filed: 2012-02-15T00:00:00-08:00

Citation: 89 So. 3d 258, 2012 WL 469832, 2012 Fla. App. LEXIS 2162

Snippet: organization in derogation of the requirements of section 617.0808 (Fla.Stat.2010). Religious organizations, like…requirements to those discussed in the statute, section 617.0808 establishes the procedures to be followed in removing…shall be deemed to include the following ...” § 617.0808(1), Fla. Stat. (2010) (emphasis added). It is …entirely controlled by neutral application of section 617.0808. This is not an instance where the court’s involvement

Nero v. Continental Country Club R.O., Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 2007-12-14T00:00:00-08:00

Citation: 979 So. 2d 263, 2007 Fla. App. LEXIS 19769, 2007 WL 4352745

Snippet: alleged that the Association violated section 617.0808, Florida Statutes (2003) by removing the Appellants…majority vote or agreement in writing. Section 617.0808 addresses the procedure for the removal of directors…cause by a majority of the membership. Section 617.0808(3) requires a separate vote or separate written…’s claim that the Association violated section 617.0808(3) sets forth a cause of action, and the trial…essentially adopt the same requirement as section 617.0808 referenced in count I. The claim made by the Appellants

FSOMA v. Slepin

Court: Fla. Dist. Ct. App. | Date Filed: 2007-12-05T00:00:00-08:00

Citation: 971 So. 2d 141

Snippet: the case of a not-for-profit corporation. See § 617.0808, Fla. Stat. (2007). While these basic principles

Ago

Court: Fla. Att'y Gen. | Date Filed: 2000-10-06T00:53:00-07:00

Snippet: the term "membership" used in section 617.0808(1), Florida Statutes, refer to corporate members…term "membership" as used in section 617.0808(1), Florida Statutes, refers to the members of… members of the board of directors. 2. Section 617.0808, Florida Statutes, requires that the articles …interrelated, they will be addressed together. Section 617.0808, Florida Statutes, in pertinent part, provides…quot; throughout the act and construing section 617.0808(1), Florida Statutes, consistently with that usage