Florida Senate - 2009                                    SB 2330
       
       
       
       By Senator Richter
       
       
       
       
       37-01422-09                                           20092330__
    1                        A bill to be entitled                      
    2         An act relating to corporations; amending s. 607.0728,
    3         F.S.; authorizing certain alternative procedures for
    4         the election of members of the board of directors;
    5         amending s. 607.0807, F.S.; revising resignation
    6         procedures for members of the board of directors;
    7         providing that a resignation may be irrevocable under
    8         certain conditions; amending s. 607.0809, F.S.;
    9         revising procedures for filling a vacancy on the board
   10         of directors; providing an effective date.
   11  
   12  Be It Enacted by the Legislature of the State of Florida:
   13  
   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 a 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 which 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   26  the election of directors may not be further amended or repealed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 delivered
   33  unless the notice specifies a later effective date or an
   34  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.