Legal Question in Business Law in California

What is the process for adding trustees? Do the bylaws provide for nomination and election by members (assuming this is a non-profit with members) or by shareholders (if a for-profit corporation) annually, or whenever a vacancy occurs? Are vacancies filled by the remaining trustees, and if so, are such appointees permanent or do they serve only until the next annual election? Do the bylaws provide that former trustees continue to have the powers of trustees until their successors are elected or appointed? The answers to these questions would help to pinpoint where the fault lies.

If the party or parties actually at fault for the deficiency in number of trustees habitually fail or refuse to do their duties, then the situation becomes ripe for the injured party or parties to petition a court for an order requiring the vacancies to be filled and/or appointment of interim trustees by the court. It is hard to be specific without knowing the type of corporation. For example, certain provisions affecting selection removal and resignation of directors of nonprofit public-benefit corporations appear at Corporations Code sections 5220 to 5227, but these may not apply to your corporation.

Special provisions apply if a board is deadlocked, does not have enough members to constitute a quorum, or when the last director (or trustee) resigns.

What kind of trustees are you referring to? How is this term defined in the Bylaws? Without knowing this, and other particulars, a meaningful answer cannot be given. You should consult with a corporate attorney in your area.

Kevin B. Murphy, B.S., M.B.A., J.D. - Mr. Franchise

Franchise Attorney