Legal Question in Construction Law in California

You have a really bad corporate structure. I assume all four of you are on the board of directors too, right? Bottom line is if you can't reach consensus, you need to start trying to persuade the other person's spouse to vote with you. Good luck. What you really need to do is add a neutral board member and give them one share, or find some other equivalent way to break ties.

You should look at your bylaws first, to see if they give any particular authority to individual officers. Officers serve "at the pleasure of the board" so if the president has authority to make decisions regarding operations, he can make them and the deadlocked board cannot fire him or pass contrary resolutions. Often, however, things like a change of CPAs will require a board resolution, and if it is deadlocked it cannot pass a resolution and there cannot be a change of CPAs.

I do not recommend operating with an ongoing deadlock and relying upon an unalterable status quo, however. The Corporations Code provides remedies for deadlock. See, for example, Corporations Code section 308 allowing a court to appoint a provisional director for the limited purpose of beaking a deadlock.