A C-corporation’s powers are exercised by or under the authority,
and its business and affairs are managed under the direction, of a board
However, the shareholders in a corporation with 100 or fewer shareholders
may eliminate or restrict the board of directors in the articles of incorporation
or a shareholders’ agreement. The shareholders can also limit the
board of directors’ right to amend the bylaws.
Unless the articles of incorporation, bylaws or a shareholders’ agreement
provide otherwise, each director has one vote.
Unless the Florida Business Corporation Act (“FBCA”), the articles
of incorporation or a shareholders’ agreement provides otherwise,
each share is entitled to one vote on each matter submitted to the shareholders.
Shareholders approve actions by the affirmative vote of a plurality of
the votes cast within each voting group if a quorum of that voting group
is present at a meeting or a majority of all votes entitled to be cast
within each voting group for action by written consent without a meeting.
Unless the articles of incorporation or a bylaw of a corporation having
shares listed on a national securities exchange at the time of adoption
provide otherwise, shareholders elect directors by a plurality of the
votes cast by all shares entitled to vote in the election at a meeting
where a quorum is present, with voting by voting groups, cumulative voting
or both if authorized by the articles of incorporation.
Corporations must have the officers described in the bylaws or appointed
by the board of directors in accordance with the bylaws, including at
least one officer responsible for preparing minutes of shareholders’
and directors’ meetings and authenticating records.
Directors may designate some authority to committees, unless the articles
of incorporation or bylaws provide otherwise.
Unless the articles of incorporation or action of the board of directors
provides for a greater voting requirement for shareholders or voting groups,
most amendments to the articles of incorporation and fundamental transactions
(such as a merger, share exchange, conversion, disposition of all or substantially
all of the corporation’s property other than in the regular course
of business and voluntary dissolution) generally require approval by the
board of directors and a majority of the votes entitled to be cast on
the action by each voting group and a plurality of the votes cast within
each other voting group entitled to vote on the action.