Board Resolution: Electing Directors to Fill Board Vacancies
(CA Corporation)

Summary

This template board resolution is intended for use by the board of directors of a California corporation to fill vacancies on the board. This template includes practical guidance, drafting notes, and an optional clause. A vacancy on the board may arise because a new board seat has been created or a director has departed. Unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. These resolutions, which assume that the current board may fill director vacancies through board action, may be inserted into the minutes of a meeting of the board, or included in a written consent of the board if no meeting is held. Cal. Corp. Code § 305(a) and Cal. Corp. Code § 307(b). For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For key requirements for corporate directors, see Board of Directors State Law Survey. For more information on boards of directors, see Management and Indemnification (CA Corporation) and Entity Maintenance and Amendments (CA Corporation).