Florida § 617.0809 - Board vacancy.

§ 617.0809. Board vacancy.

(1) Except as otherwise provided in subsection (2), the articles of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by a majority of the remaining directors in office, even if the remaining directors constitute less than a quorum. (2) Except as otherwise provided in the articles of incorporation or bylaws, a vacancy in the position of a director who is: (a) Elected by a voting group of members, a chapter or other organizational unit of members, or a region or other geographic grouping of members may be filled during the first 3 months after the vacancy occurs only by that voting group, chapter, unit, region, or grouping, or by a majority of the directors then in office elected by such voting group, chapter, unit, region, or grouping. If the vacancy has not been filled within the 3-month period, the vacancy may be filled by vote of a majority of the directors remaining in office in accordance with subsection (1); (b) Appointed by persons, other than the members, may be filled only by those persons; or (c) Designated in the articles of incorporation or bylaws may not be filled by action of the board of directors. (3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under s. 617.0807 or otherwise, may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.