Florida Statutes 607.1020 – Amendment of bylaws by board of directors or shareholders
Current as of: 2023 | Check for updates
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(1) A corporation‘s board of directors may amend or repeal the corporation’s bylaws unless:
(a) The articles of incorporation or this chapter reserves that power exclusively to the shareholders in whole or in part; or
Terms Used In Florida Statutes 607.1020
- Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Shareholder: means a record shareholder. See Florida Statutes 607.01401
(b) Except as provided in s. 607.0206(5), the shareholders, in amending, repealing, or adopting the bylaws generally or a particular bylaw provision, expressly provide that the board of directors may not amend, repeal, adopt, or reinstate the bylaws generally or that particular bylaw provision.
(2) A corporation’s shareholders may amend or repeal the corporation’s bylaws even though the bylaws may also be amended or repealed by its board of directors.
(3) A shareholder does not have a vested property right resulting from any provision in the bylaws.