Florida/Georgia Personal Injury & Workers Compensation

...An officer generally does not have authority to remove one of the directors. 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. See § 617.0808, Fla....

...Nothing in the record indicates that Appellants have sought judicial intervention concerning any aspect of church governance. Instead, Appellants allege that Appellees, acting without authority, attempted to remove specific board members from the organization in derogation of the requirements of section 617.0808 (Fla.Stat.2010)....

...Religious organizations, like any other not for profit organization, are governed by the requirements of chapter 617. See § 617.0301, Fla. Stat. (2010). Unless provisions in the by-laws of a corporation expressly adopt alternative requirements to those discussed in the statute, section 617.0808 establishes the procedures to be followed in removing board members for all not for profit corporations: “[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 ...” § 617.0808(1), Fla....

...The court is not asked to interpret religious doctrine or to evaluate church policies. The allegations at the heart of the complaint — that Appellees improperly at *261 tempted to remove members of the Board of Trustees — are entirely controlled by neutral application of section 617.0808....

...complaint to determine if Appellant sufficiently stated a cause of action. The following counts sought attorney fees, costs, statutory damages, if any, and other relief as deemed just and proper. Count I Count I alleged that the Association violated section 617.0808, Florida Statutes (2003) by removing the Appellants from their officer positions without a majority vote or agreement in writing. Section 617.0808 addresses the procedure for the removal of directors if such procedure is not contained in the bylaws. The statute imparts that a director can be removed with or without cause by a majority of the membership. Section 617.0808(3) requires a separate vote or separate written agreement for each of the directors to be removed....

...writing to remove [Appellants] as directors.” If a majority vote was not achieved, then the recall procedure was defective, and the Association would be liable for ratifying the recall. Therefore, Appellant’s claim that the Association violated section 617.0808(3) sets forth a cause of action, and the trial court erred in dismissing the count....

...Article V also references Article VII, Section 5 titled “Removal.” That section reads in relevant part: Any director may be removed from the Board of Directors, with or without cause, by the vote or agreement in writing by a majority of the Voting Members. The bylaws cited essentially adopt the same requirement as section 617.0808 referenced in count I....

...directors, recognizing the expulsion of Aida and Uslande as directors and members of the Church. Further, Appellants alleged that all meetings held by Appellees outside of Aida and Uslande’s presence were not properly noticed. Count I alleged that Hyacinthe violated section 617.0808, Florida Statutes (2018), regarding removal of directors....

questions: 1. Does the term "membership" used in section 617.0808(1), Florida Statutes, refer to corporate members

...The statute empowers a trial court to “summarily order the director [of a not-for-profit corporation] to relinquish his or her office and turn over corporate records upon application of any member” if “a director who is removed does not relinquish his or her office or turn over records.” § 617.0808(1)(h), Fla....

...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). § 617.0808(2), Fla....