Appointment of Board Members
Unless otherwise provided in the articles of incorporation or bylaws, and except for a vacancy created by the removal of a director, vacancies on a board may be filled by approval of a majority of the remaining directors on the board .
If a board fails or refuses to fill an empty position, the membership may elect a director to fill the position. (California Corporations Code Section 7224(b).) The process is initiated by filling a petition with the board calling for a special membership meeting to fill the vacant position.
An appointed director's term of office shall be as provided for in the bylaws. Appointing a new director does not affect existing officer terms of office. If done properly, a resigning director can vote on the appointment of his or her replacement.
While interviewing candidates may be done privately, the appointment of a director must be done in open session. Voting to fill a vacancy does not fall into any of the approved categories for executive session. The vote to fill an empty position must be listed on the meeting agenda.
Unless the governing documents provide otherwise, boards can appoint an existing director to fill the longer term of a resigning director.