Fla. Stat. § 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.

History.—s. 44, ch. 90-179; s. 86, ch. 97-102; s. 29, ch. 2009-205; s. 45, ch. 2026-168.