[Foundation-l] Are these "majority consent agreements" even valid?

Anthony wikilegal at inbox.org
Tue May 1 16:22:58 UTC 2007

On 5/1/07, Anthony <wikilegal at inbox.org> wrote:
> On 5/1/07, Ray Saintonge <saintonge at telus.net> wrote:
> > "Did not vote" would be ambiguous.  The proper distinction should be
> > between "abstain" and "absent".  "Absent" in particular states that the
> > person was not there, and could not participate in the vote even if he
> > wanted to.
> >
> That doesn't seem to be the case, though.  From the description
> provided by Ant, this wasn't a resolution passed by vote during a
> meeting, but rather it was an open-ended consent agreement.  There was
> no "there" to be present or absent from.
> Consent agreements usually have to be unanimous, but apparently
> Florida law allows for "majority consent agreements", a term which I
> just made up and has zero Google hits.
Looking at the Florida law, 617.0821  Action by directors without a meeting:

"Unless the articles of incorporation or the bylaws provide otherwise,
action required or permitted by this act to be taken at a board of
directors' meeting or committee meeting may be taken without a meeting
if the action is taken by all members of the board or of the
committee. The action must be evidenced by one or more written
consents describing the action taken and signed by each director or
committee member."

The way I interpret that, the bylaws can provide that such consent
agreements are not allowed, but it can't provide for consent
agreements by less than a unanimous vote.

So if you asked me for my not-a-lawyer opinion, this whole majority
consent stuff isn't proper.  A non-unanimous decision has to be made
at a meeting, with sufficient notice provided to all board members,
unless such notice is waived in writing.


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