A vacancy may occur either in a director position or officer position. A vacancy in a director position may occur due to the resignation, removal, death or other event in which the board may declare that a director’s position is vacant (Corp. Code §7221). A vacancy may also occur due to removal of the director without cause by a vote of the members (Corp. Code §7221). When the board declares that a vacancy exists, the board typically has the right to fill the vacant director’s position (Corp. Code §7224). However, unless the articles of incorporation or a bylaw approved by the members provide for the board to fill a vacancy created when the members vote to remove a director, the members have the right to fill the vacancy in an election (Corp. Code §7224). Although the articles or bylaws may provide otherwise, generally officers are chosen by the board, serve at the pleasure of the board, and thus may be removed and appointed by a board vote only (Corp. Code §7213). Caveat: Care is needed when reading the bylaws so as not to confuse the common right of a board to remove and replace an officer with the common obligation requiring a vote of the members to remove and replace a director.

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