Nonprofit Corporation Director Removal and Vacancy Requirements in Florida

At a glance

Requirements one by one

Member-elected removal

Section 617.0808(1)(a) ordinarily permits removal with or without cause by a majority of all member votes when members elected or appointed the director. A group-elected director is removable only by that group, and votes against removal can protect a director where cumulative voting applies. The articles or bylaws may supply a different procedure.

Board-elected removal

Section 617.0808(1)(i) requires two-thirds of directors then in office to remove a board-elected or board-appointed director without cause, or a greater number set in the articles or bylaws. The section also permits a majority of directors then in office to remove a director for a specified number of missed board meetings when that condition existed at the start of the director's term.

Group, appointed, and designated seats

Section 617.0808(1)(b) reserves the removal vote for a class, chapter, organizational unit, region, or other geographic group that elected the director. Under § 617.0809(2), such a group or its remaining group-elected directors have the first three months to fill that vacancy. An appointed seat is filled by the appointing persons, while a designated seat cannot be filled by board action under that subsection.

Notice and consent

Section 617.0808(1)(c)–(d) requires a removal-meeting notice to name the directors sought to be removed and a separate vote for each; written removal needs a separate consent for each director. Section 617.0701(4) permits action without a member meeting unless articles or bylaws provide otherwise, using the votes that would approve it with all entitled members present and voting. The consents must be signed and delivered within the section's 90-day period.

Judicial removal

Section 617.08091 permits a court proceeding brought by or in the right of the corporation. The court must find the specified fraud, gross abuse, or intentional harm and that removal is in the corporation's best interest after considering conduct and other remedies. A member-initiated action requires a member or joined members with at least 10% of voting power; the court may bar reelection for a period it sets.

Resignation and replacement

Section 617.0807 requires a director's written resignation notice to the board, its chair, or the corporation. It is effective on delivery unless it names a later date. Under § 617.0809(1), a majority of remaining directors may fill an ordinary vacancy even when they are fewer than a quorum; the seat-specific exceptions above govern instead where applicable. A successor chosen before a future vacancy starts only when the vacancy occurs. Section 617.0805(3) generally gives a replacement the rest of the term being filled.

What trips people up

The ordinary board-vacancy route in § 617.0809(1) does not settle every seat: a group has a three-month priority, an appointing person fills an appointed seat, and the board cannot fill a designated seat under subsection (2). A removal at a meeting also triggers the separate-vote and notice rules in § 617.0808.

Common questions

Can one vote remove the whole board? Section 617.0808(1)(d) requires a separate vote for each director sought to be removed.

Can the board fill a resignation announced for next month? Yes. Section 617.0807(2) permits it if the successor does not take office until the resignation becomes effective.

Statutes and sources

• Fla. Stat. § 617.0701: “(4) Unless otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted. (a) To be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the corporation to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded. The action taken by written consent is effective when such written consent is signed by members entitled to cast the required number of votes on the action and has been delivered to the corporation by delivery as set forth in this section, but only if the consent is signed by members having the requisite number of votes necessary to authorize the action within 90 days after the date of the earliest dated consent. (b) Any written consent may be revoked before the date that the corporation receives the required number of consents to authorize the proposed action. A revocation is not effective unless in writing and until received by the corporation at its principal office or its principal place of business, or received by the corporate secretary or other officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded. (c) If the articles of incorporation or bylaws require that notice of proposed corporate action be delivered to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, within 30 days after obtaining authorization by written consent, notice must be given to those members who are entitled to vote on the action but who have not consented in writing and to those members who are not entitled to vote. The notice must fairly summarize the material features of the authorized action. (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (e) If the action to which the members consent is such as would have required the filing of articles or a certificate under any other section of this chapter if such action had been voted on by members at a meeting, the articles or certificate filed under such other section must state that written consent has been given in accordance with this section. (f) Whenever action is taken pursuant to this section, the written consent of the members consenting thereto or the written reports of inspectors appointed to tabulate such consents must be filed with the minutes of member proceedings.” Official Florida chapter 617 (accessed 2026-10-02).
• Fla. Stat. § 617.0805: “617.0805 Terms of directors, generally. — (1) The articles of incorporation or bylaws may specify the terms of directors. If a term is not specified in the articles of incorporation or bylaws, the term of a director is 1 year. (2) A decrease in the number of directors or term of office does not shorten an incumbent director’s term. (3) Except as provided in the articles of incorporation or bylaws, the term of a director elected to fill a vacancy expires at the end of the term that the director is filling. (4) Notwithstanding the expiration of a director’s term, the director continues to serve until the director’s successor is elected, appointed, or designated and until the director’s successor takes office unless otherwise provided in the articles of incorporation or bylaws or there is a decrease in the number of directors.” Official Florida chapter 617 (accessed 2026-10-02).
• Fla. Stat. § 617.0807: “617.0807 Resignation of directors. — (1) A director may resign at any time by delivering written notice to the board of directors or its chair or to the corporation. (2) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.” Official Florida chapter 617 (accessed 2026-10-02).
• Fla. Stat. § 617.0808: “617.0808 Removal of directors. — (1) A director may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws. Unless the articles of incorporation or bylaws provide otherwise, a director may be removed as follows: (a) Any member of the board of directors may be removed from office with or without cause by: 1. Except as provided in paragraph (i), a majority of all votes of the directors, if the director was elected or appointed by the directors; or 2. A majority of all votes of the members, if the director was elected or appointed by the members. (b) If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. However: 1. A director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors, except as provided in subparagraphs 2. and 3. 2. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the removal of the director. 3. If at the beginning of the term of a director the articles of incorporation or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal. (c) The notice of a meeting to recall a member or members of the board of directors must state the specific directors sought to be removed. (d) A proposed removal of a director at a meeting requires a separate vote for each director whose removal is sought. Where removal is sought by written consent, a separate consent is required for each director to be removed. (e) If removal is effected at a meeting, any vacancies created shall be filled by the members or directors eligible to vote for the removal. (f) Any director who is removed from the board is not eligible to stand for reelection until the next annual meeting at which directors are elected. (g) Any director removed from office must turn over to the board of directors within 72 hours any and all records of the corporation in such director’s possession. (h) If a director who is removed does not relinquish such director’s office or turn over records as required under this section, the circuit court in the county where the corporation’s principal office is located may summarily order the director to relinquish such director’s office and turn over corporate records upon application of any member. (i) A director elected or appointed by the board may be removed without cause by a vote of two-thirds of the directors then in office or such greater number as is set forth in the articles of incorporation or bylaws. (2) This section does not apply to any corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.” Official Florida chapter 617 (accessed 2026-10-02).
• Fla. Stat. § 617.0809: “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.” Official Florida chapter 617 (accessed 2026-10-02).
• Fla. Stat. § 617.08091: “617.08091 Removal of directors by judicial proceedings. — (1) The court of the county where the principal office of a corporation, or if one is not in this state, its registered office, is located may remove a director from office in a proceeding commenced by or in the right of the corporation if the court finds that: (a) The director engaged in fraudulent conduct with respect to the corporation or its members, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (b) Considering the director’s course of conduct and the inadequacy of other available remedies, removal is in the best interest of the corporation. (2) Only a member, an officer, or a director may bring an action under this section, and such action must comply with the requirements of ss. 617.0742-617.0747. An action by a member may not be brought unless the complaint is filed by a member having, or is formally joined by members collectively having, no less than 10 percent of the corporation’s voting power. (3) In addition to removing the director, the court may bar the director from being reelected, redesignated, or reappointed for a period prescribed by the court. (4) This section does not limit the equitable powers of the court to order other relief.” Official Florida chapter 617 (accessed 2026-10-02).