Florida Statutes § 617.0809 — Board vacancy.
Search Florida StatutesFrom the Legislature's 2026 edition, which includes changes effective through January 1, 2027. Later effective dates are retained in each section's source notes.
(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.
History
History.—s. 44, ch. 90-179; s. 86, ch. 97-102; s. 29, ch. 2009-205; s. 45, ch. 2026-168.
Source captured on 2026-10-10. Read the official chapter.