Civil/Commercial Litigation (Lawsuits)/Cumulitive Voting


A Florida Corporation has been using cumulative voting for over 20 years to elect it's three directors at annual stockholder meetings. The stockholders were instructed to use cumulative voting as noted in the corporate minutes no less than 4 times in the corporate book. On October 4, 2014, date of meeting, a relatively new stockholder of the company produced the statutes (607.0728 Business organizations, chapter 607, section 0728) and said "Now cumulative voting is illegal". Can this this be true since it has been our established voting for 20 years?

Hello Betsy,

Before I respond further to your question, I must make clear that I do not represent you, and cannot give you individual particularized legal advice. No attorney client relationship is created by this email. For legal advice, you should hire your own attorney, and follow their advice. My role with AllExperts is limited to providing general information and suggestions for educational or general knowledge purposes. Before you take any action, consult with your own attorney.

Further, I am not licensed in your state, and am accordingly not knowledgeable about your state's laws.

The nature of your question causes me to respond first with my old philosophy professor in mind.  Generally, I think that other than the thought experiment about the statement "This statement is false" any statement can be true.

Furthermore, as a general idea, it occurs to me that a state legislature can enact laws that can change the way people, both biologic and corporate, do their business.  Additionally as a general matter, the idea that something has been happening for a long time does not prevent the government from establishing new laws to change things.  As an example, people used to smoke and chew tobacco in my state back when it was a territory even in court!  Later, the government changed the laws, and now it is illegal to use tobacco at my local courthouse.

Therefore, yes, that can be true.

To confirm if that is true, I suggest that you and your state licensed attorney review that statute, and reflect on appropriate business practices to be in compliance therewith.

I hope this helps, good luck to you.

Morgan Smith
Minneapolis, Minnesota
Conciliation Court * Civil Litigation * Forfeitures * Construction * Family Law

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Morgan Smith


Civil litigation (contract claims, landlord-tenant actions, forfeiture suits, residential construction defect matters), Family law (divorce, custody modifications, child support modifications, and pre-nuptial agreement), new business start-ups, civil forfeiture, asset forfeiture. Please do not submit your question as Private. It is my policy not to answer Private questions from members of the public here on AllExperts; I reserve that function to my private clients. Although AllExperts permits me to change your questions from Private to Public, it is my policy not to do that. I encourage you to resubmit your question as a public question. Your public question has the potential to help others with similar concerns. I suggest that you use a pretend name and otherwise alter sensitive facts that make you inclined to treat your question as Private, and submit your question to me Publicly.


I've been practicing law in the State of Minnesota since 1995. I've worked in skyscraper firms, and now my own small firm in Minneapolis. Past answers from my earlier participation on AllExperts is posted at:

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