We were three board directors: president, CFO, and secretary, until our president sold her unit and left few months ago. [She had no vice president.] Now we are two directors. Our bylaws clearly indicate that the remaining directors can vote for the vacant position and agree on a third person from interested members. However, our bylaws don't explain what to do if the remaining directors cannot agree on a third person. Thus, I and my peer are currently in a deadlock. We have been reasonable about the decisions of our building without any disagreement so far. Since our bylaws is lacking the guidelines for this situation, can we stay just the two of us till the next general election? Thank you!
I don't know CA law or what your documents say but I have the same situation with one of my clients here in FL. 3 member Board required (5 actually but 3 is the corporate minimum, and a quorum). The 2 directors are absolutely deadlocked so nothing will happen unless they both agree on it. Only remedy is to recall the other director or agree to flip a coin, play rock, paper, scissors, Spock, or find another way to break the deadlock...
I am only admitted to practice in Florida so my answers in other states are based on 35 years of experience in this field and are not legal advice. This reply does not create the attorney client relationship, which only occurs upon execution of a fee agreement with our firm. Please do not contact us for followup advice on these general observations.
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