Florida § 607.0855 - Determination and authorization of indemnification.
Full text of Florida Florida Statutes § 607.0855 — Determination and authorization of indemnification., with citation guidance and answers to common questions.
§ 607.0855. Determination and authorization of indemnification.
(1) Unless ordered by a court under s. 607.0854(1)(c), a corporation may not indemnify a director or officer under s. 607.0851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director or officer has met the relevant standard of conduct set forth in s. 607.0851. (2) The determination shall be made: (a) If there are two or more qualified directors, by the board of directors by a majority vote of all of the qualified directors, a majority of whom shall for such purposes constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote; (b) By independent special legal counsel: 1. Selected in the manner prescribed by paragraph (a); or 2. If there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or (c) By the shareholders, but shares owned by or voted under the control of a director or officer who, at the time of the determination, is not a qualified director or an officer who is a party to the proceeding may not be counted as votes in favor of the determination. (3) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if the determination of permissibility has been made by independent special legal counsel under paragraph (2)(b), any authorization of indemnification associated with such determination shall be made by either such independent special legal counsel or by those who otherwise would be entitled to select independent special legal counsel under paragraph (2)(b).
Frequently Asked Questions About Florida § 607.0855
What does Florida Statutes § 607.0855 cover?
Section 607.0855 ("Determination and authorization of indemnification.") is part of the Florida Statutes, the codified statutory law of Florida. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Florida § 607.0855?
A common citation format is "Florida Statutes § 607.0855" (Florida). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Florida law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Florida official source linked on this page or consult a licensed Florida attorney.
How does Florida § 607.0855 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Florida can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Florida.