Legal Question in Business Law in California

There is a difference between "must have" and "maybe oughta have". A four-shareholder corporation must have at least three directors. It CAN have three, four, five, six, etc. Having an odd number to avoid the possibility of deadlock may make sense in the reasoning of your attorney, but is not required by law. Without knowing what skills, experience, wisdom, etc. each proposed director would bring to the board, and without knowing the interest of each candidate in serving, I cannot give you good advice, but in general I would agree that an odd number of directors is conceptually somewhat superior in that it tends to prevent deadlock.

Do you have an attorney or does the corporation have an attorney? Regardless, the key word is "may." I haven't reviewed the code language, but I will rely on your language. Therefore, the Board MAY or MAY NOT declare the office vacant. As a shareholder or director, individually, you probably do not have any recourse if the shareholders and directors are of a different mindset. I assume there is a lot more to your question than you have provided.

Since no one has answered your question directly, that provision does not apply to prior convictions, only convictions subsequent to taking office as director.