Florida § 617.1435 - Provisional director.

§ 617.1435. Provisional director.

(1)(a) In a proceeding under s. 617.1430(2), the court may appoint a provisional director if it appears that such appointment will remedy the grounds alleged by the complaining members or director to support the jurisdiction of the court under s. 617.1430. A provisional director may be appointed notwithstanding the absence of a vacancy on the board of directors, and such director has all the rights and powers of a duly elected director, including the right to notice of and to vote at meetings of directors. (b) A provisional director retains the rights described in paragraph (a) until such time as the provisional director is removed by order of the court or, unless otherwise ordered by a court, removed by a vote of the members or directors sufficient either to elect a majority of the board of directors or, if greater than majority voting is required by the articles of incorporation or the bylaws, to elect the requisite number of directors needed to take action. A provisional director shall be an impartial person who is neither a member nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the court. (2) The provisional director shall report to the court as ordered by the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation’s affairs, as the court shall direct. A provisional director is not liable for any action taken or decision made, except as directors may be liable under s. 617.0831. In addition, the provisional director must submit to the court, if so directed, recommendations as to the appropriate disposition of the action. Whenever a provisional director is appointed, any officer or director of the corporation may petition the court for instructions clarifying the duties and responsibilities of such officer or director. (3) In any proceeding under which a provisional director is appointed pursuant to this section, the court must allow reasonable compensation to the provisional director for services rendered and reimbursement or direct payment of reasonable costs and expenses, which amounts shall be paid by the corporation.