SECTIONS 9220-9226 - California Statutes

CORPORATIONS CODE

SECTION 9220-9226

9220. (a) The articles or bylaws may provide for the tenure,
election, selection, designation, removal, and resignation of
directors.
(b) In the absence of any provision in the articles or bylaws, the
term of directors shall be one year.
(c) Unless the articles or bylaws otherwise provide, each
director, including a director elected to fill a vacancy, shall hold
office until the expiration of the term for which elected and until a
successor has been elected and qualified, unless the director has
been removed from office.
(d) If a corporation has not issued memberships and (1) all the
directors resign, die, or become incompetent, or (2) a corporation's
initial directors have not been named in the articles and all
incorporators resign, die, or become incompetent before the election
of the initial directors, the superior court of any county may
appoint directors of the corporation upon application by any party in
interest.

9221. (a) The board may declare vacant the office of a director who
has been declared of unsound mind by a final order of court, or
convicted of a felony, or, if at the time a director is elected, the
bylaws provide that a director may be removed for missing a specified
number of board meetings, fails to attend the specified number of
meetings.
(b) As provided in paragraph (3) of subdivision (c) of Section
9151, the articles or bylaws may prescribe the qualifications of the
directors. Unless otherwise provided by the articles or bylaws, the
board, by a majority vote of the directors who meet all of the
required qualifications to be a director, may declare vacant the
office of any director who fails or ceases to meet any required
qualification that was in effect at the beginning of that director's
current term of office.

9222. (a) Except as provided in the articles or bylaws and subject
to subdivision (b) of this section, any or all directors may be
removed without cause if the removal is approved by the members
(Section 5034).
(b) Except for a corporation having no members pursuant to Section
9310:
(1) When by the provisions of the articles or bylaws the members
of any class, voting as a class, are entitled to elect one or more
directors, any director so elected may be removed only by the
applicable vote of the members of that class.
(2) When by the provisions of the articles or bylaws the members
within a chapter or other organizational unit, or region or other
geographic grouping, voting as such, are entitled to elect one or
more directors, any director so elected may be removed only by the
applicable vote of the members within the organizational unit or
geographic grouping.
(c) Any reduction of the authorized number of directors or any
amendment reducing the number of classes of directors does not remove
any director prior to the expiration of the director's term of
office, unless the reduction or the amendment also provides for the
removal of one or more specified directors.

9223. (a) The superior court of the proper county may, at the suit
of a director, or twice the authorized number (Section 5036) of
members, remove from office any director in case of fraudulent acts
and may bar from reelection any director so removed for a period
prescribed by the court. The corporation shall be made a party to
such action.
(b) The Attorney General may bring an action under subdivision
(a), may intervene in such an action brought by any other party and
shall be given notice of any such action brought by any other party.

9224. (a) Unless otherwise provided in the articles or bylaws and
except for a vacancy created by the removal of a director by the
members, vacancies on the board may be filled by approval of the
board (Section 5032) 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 9211, or (3) a sole
remaining director.
(b) Subject to any provision in the articles or bylaws, the
members may elect a director at any time to fill any vacancy not
filled by the directors.
(c) Any director may resign effective upon giving written notice
to the chairman of the board, the president, the secretary or the
board of directors of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected
to take office when the resignation becomes effective.

9226. No director may resign where the corporation would then be
left without a duly elected director or directors in charge of its
affairs.