March 27, 1986

Opinion 86/4

You inquire as to whether you may execute a resolution and deed as the sole surviving director (trustee) of a dissolved Florida corporation, for the purpose of clearing up land title defects. You are concerned that doing so may be construed as an act by a trustee, which is generally proscribed by Canon 5D of the Code of Judicial Conduct.

The facts are that you are the sole surviving member of the last Board of Directors of a Florida corporation which was involuntarily dissolved before you became a judge. F.S. 607.301 places the responsibility on you, as sole surviving director, to act as trustee for the purpose of performing the acts mentioned in your inquiry.

All responding committee members agree that your conduct in executing the resolution and deed would not be contrary to the Code of Judicial Conduct. It is manifest that the obligation imposed upon you by law, preceded your tenure as judge. Furthermore, while no member believes a conflict does exist, they also conclude the obligation imposed on you by law would prevail.

With regards, sincerely,

Oliver L. Green, Jr.