| 1 | A bill to be entitled |
| 2 | An act relating to corporations; amending s. 607.0728, |
| 3 | F.S.; authorizing certain alternative procedures for the |
| 4 | election of members of the board of directors; amending s. |
| 5 | 607.0807, F.S.; revising resignation procedures for |
| 6 | members of the board of directors; providing that a |
| 7 | resignation may be irrevocable under certain conditions; |
| 8 | amending s. 607.0809, F.S.; revising procedures for |
| 9 | filling a vacancy on the board of directors; providing an |
| 10 | effective date. |
| 11 |
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| 12 | Be It Enacted by the Legislature of the State of Florida: |
| 13 |
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| 14 | Section 1. Subsection (1) of section 607.0728, Florida |
| 15 | Statutes, is amended to read: |
| 16 | 607.0728 Voting for directors; cumulative voting.-- |
| 17 | (1) Unless otherwise provided in the articles of |
| 18 | incorporation, or in a bylaw that fixes a greater voting |
| 19 | requirement for the election of directors and that is adopted by |
| 20 | the board of directors or shareholders of a corporation having |
| 21 | shares listed on an national securities exchange at the time of |
| 22 | adoption, directors are elected by a plurality of the votes cast |
| 23 | by the shares entitled to vote in the election at a meeting at |
| 24 | which a quorum is present. A bylaw provision or amendment |
| 25 | adopted by shareholders that specifies the votes necessary for |
| 26 | the election of directors may not be further amended or repealed |
| 27 | by the board of directors. |
| 28 | Section 2. Subsection (2) of section 607.0807, Florida |
| 29 | Statutes, is amended, and subsection (3) is added to that |
| 30 | section, to read: |
| 31 | 607.0807 Resignation of directors.-- |
| 32 | (2) A resignation is effective when the notice is |
| 33 | delivered unless the notice specifies a later effective date or |
| 34 | an effective date determined upon the subsequent happening of an |
| 35 | event. If a resignation is made effective at a later date or |
| 36 | upon the subsequent happening of an event, the board of |
| 37 | directors may fill the pending vacancy before the effective date |
| 38 | occurs if the board of directors provides that the successor |
| 39 | does not take office until the effective date. |
| 40 | (3) A resignation that specifies a later effective date or |
| 41 | that is conditioned upon the subsequent happening of an event |
| 42 | may provide that the resignation is irrevocable. |
| 43 | Section 3. Subsection (3) of section 607.0809, Florida |
| 44 | Statutes, is amended to read: |
| 45 | 607.0809 Vacancy on board.-- |
| 46 | (3) A vacancy that may will occur at a specific later date |
| 47 | (under s. 607.0807(2) by reason of a resignation effective at a |
| 48 | later date or upon the subsequent happening of an event under s. |
| 49 | 607.0807(2) or otherwise) may be filled before the vacancy |
| 50 | occurs but the new director may not take office until the |
| 51 | vacancy occurs. |
| 52 | Section 4. This act shall take effect July 1, 2009. |