Well, an interesting turn of events. The Bylaws state:
"Any vacancy occurring on the Board of Directors or the Board of Trustees will be filled
for the unexpired portion of the term of office in which the vacancy exists, by a majority vote
of all the then members of the Board of Directors at its first regular meeting following the
creation of such vacancy."
I don't know about you guys, but that does not appear to give a lot of lattitude to options.
However, that is NOT what the Board is doing. I would think that their oaths to follow the By-laws would actually stand for something. It DOES NOT say "if convenient"
Apparently , Counsel has advised the Board that it is ok to ignore the By-laws, because there is no consequence for doing so. What kind of legal advice is that? What other parts of the By-laws should the Board ignore, if it is inconvenient?
The question that I would have is: Is whoever they elect at this "special meeting" legitimately elected? I would say no. The Board did NOT follow the By-laws!
Juarez is also factually wrong: there IS a consequence of not following this rule in the Bylaws. According to California State Law for Corporations, the "Corporate Code"http://www.leginfo.ca.gov/cgi-bin/displ ... le=300-318
305. (a) Unless otherwise provided in the articles or bylaws and
except for a vacancy created by the removal of a director, vacancies
on the board may be filled by approval of the board (Section 151) or,
if the number of directors then in office is less than a quorum, by
(1) the unanimous written consent of the directors then in office,
(2) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice
complying with Section 307 or (3) a sole remaining director. Unless
the articles or a bylaw adopted by the shareholders provide that the
board may fill vacancies occurring in the board by reason of the
removal of directors, such vacancies may be filled only by approval
of the shareholders (Section 153).
(b) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors.
Inasmuch as the method by which the Board would appoint a director (appointment at the NEXT REGULAR Board meeting) has passed, and the opportunity to "do their duty" has also passed....because it was apparently INCONVENIENT for them to follow the By-laws, the way that the position should be filled is by an election of the membership, according to the LAW.
Wouldn't it just be better if they kept their word? What kind of lawyer tells a corporate Board to ignore the By-laws?