Directors' resolutions under the Florida Business Corporation Act
How a Florida corporation's board passes resolutions, by meeting or under FBCA § 607.0825 unanimous written consent, with conflict rules under § 607.0832.
| § 607.0825 | Action by directors without meeting |
|---|---|
| § 607.0820 | Meetings of directors |
| § 607.0832 | Director conflict-of-interest transactions |
- FBCA § 607.0825 permits unanimous written consent of directors
- Every director must sign or evidence consent by other writing
- Meeting participation by telephone or electronic means permitted
- Conflict-of-interest rules under § 607.0832 follow the Model Act pattern
- Florida is one of the more flexible US jurisdictions for governance defaults
FBCA § 607.0825 unanimous written consent
Florida permits the board to act without a meeting if the action is taken by all directors and is evidenced by one or more written consents describing the action taken, signed by each director, and filed with the records of the corporation. The mechanism is consistent with the Model Business Corporation Act.
Conflict-of-interest under § 607.0832
Florida's interested-director rules follow the Model Act pattern: disclosure, plus either majority disinterested director approval, shareholder ratification, or fairness to the corporation. The conflicted director can be counted for quorum but cannot vote.
Electronic participation in meetings
FBCA permits directors to participate in a meeting by means of conference telephone or similar communications equipment, provided all directors participating can hear each other. Participation by these means constitutes presence in person at the meeting.
Octelligence captures every directors' resolution against the corporation it governs, with full signature record and unalterable timestamp. Filed automatically to the minute book.
See Digital Corporate RecordsTemplates per jurisdiction, electronic signature, complete activity log, every resolution tied to its underlying transaction.