§ 607.0809, Fla. Stat. · Part I. GENERAL PROVISIONS
Vacancy on board.
Text — 2026 Florida Statutes
(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The shareholders may fill the vacancy;
(b) The board of directors may fill the vacancy; or
(c) If the directors remaining in office are less than a quorum, the vacancy may be filled by the affirmative vote of a majority of all the directors then remaining in office.
(2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
(3) A vacancy that will occur at a specified later date (by reason of a resignation effective at a later date under s. 607.0807(2) or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
Notes and commentary — not statutory text
History
s. 76, ch. 89-154; s. 3, ch. 2009-205; s. 92, ch. 2019-90.
Source of truth
- Edition
- 2026 Florida Statutes
- Official file
- https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/0607.html
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- sha256 2ec3cb5c1a902411849137c9bfb040c6e7ca949f085fa0d9e7ad47da29136078
- Composed by
- compose_v2.py 2026-10-04: the Legislature's structured HTML read in document order; verify_v2.py's independent reading agrees character for character
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