Remove Director Without Consent In Palm Beach
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FAQ
(1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or members of the corporation unless the articles of incorporation or bylaws so require. For a corporation organized ing to the provisions of s.
Provision in Bylaws or Shareholders' Agreement - The company's bylaws or shareholders' agreement may include specific provisions for removing directors, such as non-performance, reaching a certain age, or violating company policies. If these provisions are triggered, removal can occur without consent.
The 2024 Florida Statutes (including 2025 Special Session C) 617.2101 Corporation authorized to act as trustee. —Any corporation, organized under this act, may act as trustee of property whenever the corporation has either a beneficial, contingent, or remainder interest in such property.
A: Section 718 112(2)(c) of the Florida inium Act requires that notice of board meetings be posted on the inium property at least 48 hours in advance (certain notices must be posted and sent to all owners 14 days in advance).
Under 720.303(10)((a)1. of the Florida Statutes, members of the board of an HOA will need to be removed via a majority vote of the board of directors. The recall can be without cause, but this can lead to problems with the recalled person if they decide to take legal action for being recalled or removed.
Both Chapter 720 and Chapter 617 govern homeowner associations and only if the two conflict, then Chapter 720 prevails. Chapter 617 even states in some sections the section does not apply to community associations (homeowner associations and condo associations).
617.1201 Secured transactions and other dispositions of corporate property and assets not requiring member approval. 617.1202 Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval. 617.1301 Prohibited distributions.
In some cases, this may be due to misconduct, gross negligence or dereliction of the director's duties. Additionally, a director may be removed if they are bankrupt, convicted of a serious offence or deemed unfit to continue in their role.
The statutory procedure allows any director to be removed by ordinary resolution of the shareholders in general meetings (i.e., the holders of more than 50% of the voting shares must agree). This right of removal by the shareholders cannot be excluded by the Articles or by any agreement.
