A Florida Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation is a legal document that outlines the decision made by shareholders of a corporation to expand the number of directors serving on the board. This resolution allows for the addition of new directors to the existing board, aiming to enhance decision-making capabilities, expertise, and overall governance of the corporation. Keywords: Florida, Resolution, Shareholders, Increase, Number of Directors, Corporation There are different types of Florida Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation, which can include: 1. Ordinary Resolution: This type of resolution requires a simple majority vote from the shareholders present at the meeting. An ordinary resolution is usually used for routine matters that do not have a significant impact on the corporation. 2. Special Resolution: A special resolution requires a higher majority vote, typically two-thirds or more of the shareholders present at the meeting. Special resolutions are typically used for significant decisions that may have long-term effects on the corporation, such as increasing the number of directors. 3. Unanimous Written Consent Resolution: In some cases, all shareholders may decide to bypass a formal meeting and instead provide unanimous written consent to authorize the increase in the number of directors. This type of resolution requires every shareholder to agree and sign the document. The Florida Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation typically includes: 1. Title: It includes the title of the document, specifying that it is a resolution. 2. Introduction: The resolution begins by stating the name of the corporation and the purpose of the resolution, which is to increase the number of directors. 3. Background and reasoning: This section explains the reasons behind the decision to increase the number of directors, such as the corporation's growth, increasing workload, need for diverse expertise, or compliance with legal requirements. 4. Specifics of the increase: The resolution outlines the proposed number of additional directors to be added to the board. 5. Voting procedure: It details the voting process, mentioning whether it will be through a formal meeting or written consent, and the required majority for the resolution to be passed. 6. Effective Date: The resolution specifies the date on which the increase in the number of directors will take effect. 7. Signatures: The document concludes with spaces for shareholders to sign and date, indicating their approval and agreement to the resolution. It is important to consult legal professionals and familiarize oneself with the specific laws and regulations governing corporation resolutions in Florida when drafting or utilizing a Florida Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation.
Florida Resolution of Shareholders Authorizing an Increase in the Number of Directors of Corporation
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(2) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but the corporation must never have fewer than three directors.
Section 617.0830(1), Florida Statutes, provides that a director shall discharge his or her duties as a director: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner he or she reasonably believes to be in the best interests ...
No revocation is effective unless in writing and until received by the corporation at its principal office or received by the corporate secretary or other officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.
Section 607.0821 - Action by directors without a meeting (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board ...
(1) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (5).
Section 617.07401(3) permits the court to dismiss a derivative lawsuit when the investigative committee ?has made a good faith determination after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation.? ...
607.01401 Definitions. ?As used in this chapter, unless the context otherwise requires, the term: (1) ?Acquired eligible entity? means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
617.0701 Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.
