617.0824

Quorum and voting.

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617.0824 Quorum and voting.—

(1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws. Directors younger than 18 years of age may not be counted toward a quorum.

(2) The articles of incorporation may authorize a quorum of a board of directors to consist of less than a majority but no fewer than one-third of the prescribed number of directors determined under the articles of incorporation or the bylaws.

(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or the bylaws require the vote of a greater number of directors.

(4) A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(a) The director objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or transacting specified affairs at the meeting; or

(b) The director votes against or abstains from the action taken.

History.—s. 50, ch. 90-179; s. 88, ch. 97-102; s. 30, ch. 2009-205.

Notes of Decisions

Cited in 1 case, 2012–2012 · leading case: Heron at Destin West Beach & Bay Resort Condominium Ass'n v. Osprey at Destin West Beach

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Heron at Destin West Beach & Bay Resort Condominium Ass'n v. Osprey at Destin West Beach (2012) fladistctapp · cites it 5× “Section 617.0824, Florida Statutes (2009) states: (1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws.”

— 617.0824(3) — 1 case

Heron at Destin West Beach & Bay Resort Condominium Ass'n v. Osprey at Destin West Beach (2012) fladistctapp “Section 617.0824, Florida Statutes (2009) states: (1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws.”

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