Page 28 - Akerman | 2016 Guide to Doing Business in Florida

not held an annual meeting for a thirteen-month period, or if the corporation has failed to hold a
special meeting properly demanded by a shareholder pursuant to Florida Statutes, then any
shareholder entitled to vote in an annual meeting may apply to the circuit court to order a
meeting to be held.

Notice to shareholders must be in writing unless oral notice is expressly authorized by the
Articles of Incorporation or the Bylaws and such notice is provided under reasonable
circumstances, and may be communicated by telephone, voicemail, or other electronic means,
or by mail or other method of delivery. Notice by electronic transmission is considered written
notice. Written notice to shareholders is effective upon deposit into the U.S. mail, if mailed
postpaid and correctly addressed to a shareholder’s address or when electronically transmitted
to a shareholder in a manner authorized by the shareholder, and notice to such corporation
may be addressed to its registered agent at its registered office, to its electronic mail address
as authorized, or to its secretary at its principal office. Multiple shareholders who reside at one
address must give consent to receive a combined notice, but a shareholder who fails to object
in writing within 60 days of written notice of the corporation’s intent to use single notice is
deemed to have consented.

Unless the Articles of Incorporation provide otherwise, voting for directors is not cumulative and
each shareholder is entitled to one vote for each share standing in his or her or its name on the
books. The majority of shares outstanding constitutes a quorum unless the Articles of
Incorporation specify otherwise. Shareholders may vote by a proxy that they appoint by written
instrument or by electronic transmission, and a proxy is valid for eleven months unless
otherwise provided in the proxy itself. Shareholders of the corporation may appoint a proxy by
signing an appointment form or transmitting or authorizing an electronic transmission, which
proxy is usually revocable except in certain circumstances.

Florida has adopted a control-share acquisition statute based on a similar law upheld by the
U.S. Supreme Court in Corp. v. Dynamics Corp. of Am., 481 U.S. 69 (1987). The statute
limits the ability of a person or group of persons to vote the stock of a corporation if such
person or group of persons has voting power to elect directors of the corporation and the
person or group of persons control at least one-fifth of the corporation’s stock. The Articles of
Incorporation or Bylaws of the corporation can exclude the corporation and its shareholders
from the statute’s application. Additionally, the statute contains several other exceptions to its
requirements.

Additionally, voting trusts are permitted under Florida law and may be created when
shareholders enter into a written trust agreement, deposit a copy with the corporation, and
transfer the shares to the trustee. Two or more shareholders may also provide for the manner in
which they will vote their shares by signing a voting agreement. A transferee shareholder of
shares covered by the voting agreement is bound by the agreement if the transferee takes
shares subject to such agreement with notice thereof. Affiliate transactions are prohibited in
certain situations, unless the requirements of the Florida statutes are complied with. Affiliate
parties may be prohibited in certain situations from obtaining stock by sale, lease, exchange,
mortgage, pledge or other disposition, but a corporation may opt out of this provision of the
statutes.
3.1.9 Distributions to Shareholders

The board of directors may authorize and the corporation may make distributions to its
shareholders, subject to the restrictions in the Articles of Incorporation, unless the corporation

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