2011 Florida Statutes
Board of directors.
Board of directors.
623.12 Board of directors.—
(1) The control of such corporation shall be vested in a board consisting of not fewer than five directors. The number of directors, whether five or more, shall be specified by the charter or bylaws of the corporation. The term of service of the directors shall be established by the charter or bylaws, and the directors shall be elected by a majority vote of the members present at a meeting of the membership, whether annual, special, or otherwise. The board of directors, from and by its membership and by majority vote thereof, shall elect, for a term of office as established by the charter or bylaws, the following officers, whose duties shall include the following:
(a) A president who shall be the chief executive officer of the corporation, who shall preside at all meetings of the members and of the board of directors, and who shall perform such other duties as may be prescribed by the bylaws or directed by the board of directors.
(b) A vice president who in the absence or inability of the president to perform her or his duties shall act as president for the duration of such absence or inability and who shall perform such other duties as may be prescribed by the bylaws or directed by the board of directors.
(c) A secretary who shall keep the minutes of all meetings of the corporation and other records of the corporation and who shall perform such additional duties as may be prescribed by the bylaws or directed by the board of directors.
(d) A treasurer who shall receive and keep all corporate funds and securities; keep all accounts and records of the corporation; examine, audit, adjust, and settle all accounts of the corporation; and perform such other duties as may be prescribed by the bylaws or directed by the board of directors.
(e) Such other officers as may be prescribed by the bylaws or directed by the board of directors.
(2) Only the treasurer, when authorized by the board of directors, shall receive any monetary reward for services rendered, except that all officers may receive actual and reasonable expenses while performing services for the corporation.
(3) Actions by corporations formed under this chapter that were made by a board consisting of not fewer than five members are hereby ratified, confirmed, and approved, as are actions that were made by a board consisting of one or more members having served as directors for a period exceeding 1 year.
(4) This section shall be supplemental to those provided elsewhere in this chapter and shall be construed liberally in order to effectuate the legislative intent that adequate provisions be made for the management of private school corporations.
History.—s. 12, ch. 59-113; s. 1, ch. 79-153; s. 175, ch. 97-102.