(1) Members are not entitled to vote except as conferred by the articles of incorporation or the bylaws.
(2) A member who is entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy.
(3)(a) A member or the member’s attorney in fact may appoint a proxy to vote or otherwise act for the member by:
1. Signing an appointment form, with his or her signature affixed, by any reasonable means, including, but not limited to, facsimile or electronic signature;
2. Transmitting or authorizing the transmission of an electronic signature to the person who will be appointed as the proxy or to a proxy solicitation firm, a proxy support service organization, a registrar, or an agent authorized by the person who will be designated as the proxy to receive such transmission; or
3. Using such other means as provided for in the articles of incorporation or the bylaws.
(b) An appointment form must contain or be accompanied by information from which it can be determined that the member or the member’s attorney in fact authorized the appointment of the proxy.
(4) Notwithstanding any provision to the contrary in the articles of incorporation or bylaws, any copy, facsimile transmission, or other reliable reproduction of the appointment form may be substituted or used in lieu of the original proxy for any purpose for which the original proxy could be used if the copy, facsimile transmission, or other reproduction is a complete reproduction of the appointment form. An appointment of a proxy is effective when a signed appointment in a record is received by the inspectors of election, the officer or agent of the corporation authorized to count votes, or the secretary. An appointment of a proxy is valid for 11 months unless a longer period, which may not exceed 3 years, is expressly provided in the appointment form. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the inspectors of election, the officer or agent authorized to count votes, or the secretary before the proxy exercises his or her authority under the appointment. A member may revoke appointment of a proxy unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest.
(a) If directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.
(b) A corporation may reject a vote, ballot, consent, waiver, demand, or proxy appointment if the person authorized to accept or reject such vote, ballot, consent, waiver, demand, or proxy appointment, acting in good faith, has a reasonable basis to doubt the validity of the signature on it or the signatory’s authority to sign for the member.
(5)(a) Members of any class, their attorneys in fact, and proxies may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for such class. Participation by means of remote communication is subject to the guidelines and procedures adopted by the board of directors and must be in conformity with paragraph (b).
(b) Members, their attorneys in fact, and proxies participating in a members’ meeting by means of remote communication authorized in paragraph (a) are deemed to be present in person and may vote at the meeting if the corporation has implemented reasonable measures to:
1. Verify that each person participating remotely as a member is a member, a member’s attorney in fact, or a proxy; and
2. Provide such members, member’s attorneys in fact, and proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate and to read or hear the proceedings of the meeting substantially concurrent with the proceedings.
(c) If any member, attorney in fact for a member, or proxy votes or takes other action at a members’ meeting by means of remote communication, a record of such vote or other action must be maintained by the corporation in accordance with s. 617.1601.
(d) Unless the articles of incorporation, bylaws, or demands of members in accordance with s. 617.0701(3) require a meeting of members to be held at a geographic location, the board of directors may determine that any meeting of members will not be held at a geographic location, and instead will be held solely by means of remote communication, but only if the corporation implements the measures required by paragraph (b).
(6) If any entity is a member of a corporation organized under this chapter, the chair of the governing body, the president, any vice president, the secretary, or the treasurer of the member entity, and any such officer or cashier or trust officer of a banking or trust corporation holding such membership, and any like officer of a foreign entity holding such membership in a domestic corporation, is deemed by the corporation in which membership is held to have the authority to vote on behalf of the member entity and to execute proxies and written waivers and consents in relation thereto, unless, before a vote is taken or a waiver or consent is acted upon, it appears pursuant to a certified copy of the bylaws or other governing documents of the entity or a resolution of the governing documents or executive committee of the member entity that such authority does not exist or is vested in some other officer or person. In the absence of such certification, a person executing any such proxies, waivers, or consents or presenting himself or herself at a meeting as one of such officers of a member entity is, for the purposes of this section, conclusively deemed to be duly elected, qualified, and acting as such officer and to be fully authorized. In the case of conflicting representation, the member entity shall be represented by its senior officer, in the order stated in this subsection.
(7) The articles of incorporation or the bylaws may provide that, in all elections for directors, every member entitled to vote has the right to cumulate the member’s votes and to give one candidate a number of votes equal to the number of votes the member could give if one director were being elected multiplied by the number of directors to be elected or to distribute such votes on the same principles among any number of such candidates. A corporation may not have cumulative voting unless such voting is expressly authorized in the articles of incorporation.
(8) If a corporation has no members or its members do not have the right to vote, the directors have the sole voting power.
(9) Subsections (1), (7), and (8) do not apply to a corporation that is an association, as defined in s. 720.301, or a corporation regulated by chapter 718 or chapter 719.
History.—s. 36, ch. 90-179; s. 50, ch. 95-274; s. 82, ch. 97-102; s. 54, ch. 2000-258; s. 22, ch. 2009-205; s. 2, ch. 2010-174; s. 1, ch. 2015-97; s. 33, ch. 2026-168.
