Page 27 - Akerman | 2016 Guide to Doing Business in Florida

The daily affairs of the corporation are supervised by its officers. A corporation must have
officers described in its Bylaws or appointed by the board of directors. Two or more offices
may be held by the same individual. Officers serve at the pleasure of the board of directors and
may be removed from office at any time, with or without cause.

3.1.7 Liability of Directors

A director will have no liability to the corporation or its shareholders if the director discharges his
or her duties in good faith and in a manner that the director reasonably believes to be in the
best interest of the corporation and with that degree of diligence, care and skill which an
ordinarily prudent person would exercise under similar circumstances if serving in a like
position. Florida law further substantially restricts the grounds for asserting personal liability
against a director. Under Florida law, a director is not personally liable for monetary damages to
the corporation or its shareholders or third parties unless, among other things, the director’s
breach or failure to perform his or her duties as director constitutes a violation of the criminal
law, a transaction for which the director derived an improper personal benefit, or an unlawful
distribution.
Additionally, Florida law permits a corporation to indemnify a director who may be party to any
third party action if the director acted in good faith and in a manner reasonably believed not to
be opposed to the best interest of the corporation. Indemnification may not be available in a
derivative action if the director is found liable, unless a court determines that the director is fairly
entitled to such indemnification. Under Florida law, any determination of indemnification must
be made in keeping with the statutory requirements and standards by a majority vote of a
quorum of disinterested directors, by independent legal counsel, or by a majority of
disinterested shareholders.

3.1.8 Actions by Directors and Shareholders

Directors may act at a meeting of the board or through written consents. Meetings may be
regular or special and may be held in or outside of Florida. Notice requirements for special
meetings shall be at least two days prior to the meeting unless otherwise stated in the Bylaws.
Directors do not have to attend meetings in person and may be present via some form of
distance communication, as long as all the directors present can hear each other
simultaneously.

Unless otherwise provided in the Articles of Incorporation or Bylaws, a majority vote of the
directors at a meeting where a quorum is present constitutes an action by the board. Unless
the Articles or Bylaws provide otherwise, a majority of the directors then in office constitutes a
quorum. The Articles or Bylaws may change the number of directors required for a quorum, but
in no event may a quorum consist of less than one third of the currently serving directors.
Directors may also act without a meeting by unanimous written consent.

The corporation must hold an annual meeting at which shareholders elect directors. Unless
otherwise provided in the Articles of Incorporation, action may be taken by the shareholders
without a meeting, notice or vote, if consent in writing setting forth the action taken is signed by
the minimum number of votes necessary to authorize such action at a meeting. Notice stating
the place, day and hour of the meeting (and in the case of a special meeting, the purpose for
such meeting) must be given to shareholders with a right to vote not less than ten but not more
than 60 days before the meeting. The board of directors may authorize shareholders and proxy
holders to participate in meetings by means of remote communication. If the corporation has

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