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 of directors.
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.