Legal Question in Business Law in California

Re: Nonprofit CA corp. directors

You need to read the bylaws. Most bylaws will give the remaining board members the right to appoint people to fill the vacancies until the next election.

Re: Nonprofit CA corp. directors

Properly-drafted and adopted bylaws will cover this. There are statutory limitations on what the bylaws can allow, as well as statutory "gap fillers" to fall back upon if the bylaws fail to cover the situation or haven't been lawfully adopted. See Corporations Code sections 302 and 305, for example. There may be other provisions of law that affect the recognition and filling of vacancies, depending upon the reasons for the vacancy.

Re: Nonprofit CA corp. directors

Sorry; I didn't notice until I sent my answer that you were asking about NONPROFITS. The comments about bylaws still apply, but the statutory vacancy-filling references do not; they are for for-profit corporations.

There are two provisions for filling nonprofit vacancies. If it is a public-benefit corporation, see Corporations Code section 5224 (and the closely preceding and following sections). If it is a mutual-benefit corporation, see section 7224 and the nearby related sections of the Code.

Re: Nonprofit CA corp. directors

Look to your bylaws. Chances are the two remaining directors can appoint replacement director(s).

Re: Nonprofit CA corp. directors

Your answer will be found in the organization's Bylaws. Once you read them, if you need legal help, feel free to contact me.