of a majority of the members of the corporation, Dolores Nas-siff (later Mrs. Miller) was purportedly elected corporate president and director and Mr. Miller was purportedly elected corporate treasurer and director. (At the same meeting, Ms. Belavitch was designated corporate secretary and bookkeeper, but not director.) Even if those voting on May 24, 1978, had been authorized to elect directors, the elections were void for failure to observe restrictions imposed by the articles of incorporation which required directors to be members of the corporation. See S & T Anchorage v. Lewis, 575 So.2d 696, 698 (Fla. 3d DCA 1991) (“The Assignment ... and ... subsequent ratification ... are invalid because they ... are ultra vires acts.”); Wolfson v. Cary, 488 So.2d 864, 869 (Fla. 3d DCA 1986) (<HOLDING>). Approximately a year later, on May 14, 1979,
holding that preferred shares were void because invalidly issued and accordingly the common shares into which the preferred had been transferred were void holding that shares of stock in husbands name had not been transmuted holding void shares issued in excess of the amount of common shares authorized in the articles of incorporation holding that rule 11 agreement stating that one party would return shares of stock for a specific amount of money contained essential terms holding preliminary offer tended to prove the lowest possible value of the shares