Legal Question in Business Law in California

Can a President/Director (there are 2 directors, one stockholder. Each has an equal 1/3 share in the company stock) in a small privatly held family California Corp also be the Secretary? Could the other director be nominated Secretary and the President assistant Secretary? If so, could the President/assistant secretary sign the minutes for the yearly and special meetings?

Can a stock holding director of a California Corp with 3 directors where a quary of 2 constitutes a majority have their position in the corp (Secretary to Treasurer) voted on and changed by quary of the other 2 directors (one is a stockholder one is not) without their presents or partisipation? In the case where the same scenerio applies, except one director is in dirvorce proceeding with the other?


Asked on 5/07/12, 1:48 pm

1 Answer from Attorneys
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

I think the answer to all of your questions is "yes" except that as to what business can be conducted at a meeting, I would add that proper notice must have been given according to the meeting-notice rules in the bylaws.

The main limitations as to officers, directors and shareholders pertain to the minimum number of directors required. If there are three or more shareholders, the corporation must have at least three directors; if it has two shareholders, it must have at least two directors; but if it has only one shareholder, it need have only one or more directors.

There is also a statutory limitation on the removal of a director before the end of his/her term. See Corporations Code sections 303 and 304.

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Answered on 5/07/12, 2:33 pm


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