Board of Directors Duties and Responsibilities

Florida Statute 607.080 — Requirement For And Duties Of Board Of Directors

Florida Statute 607.0801(1) provides that except as provided in s. 607.0732(1) (section relating to shareholder agreements) each corporation must have a board of directors. Subsection (2) thereof provides that all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under s. 607.0732.

The board of directors is a group of individuals elected, usually at an annual meeting by the shareholders of a corporation and empowered to carry out certain tasks as spelled out in the corporation’s charter. Among such powers are appointing senior management, naming members of executive and finance committees (if any), issuing additional shares, and declaring dividends. Boards normally include the top corporate executives, termed inside directors, as well as outside directors chosen from business and from the community at large to advise on matters of broad policy. Directors meet several times a year and are paid for their services.

The primary claims made against directors arise from the breach of fiduciary duties that a director owes to either the company and/or its shareholders.

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