Board Resigns

Everyone on our board resigned before appointing new directors. Our bylaws are poorly written and only addresses if the one board member resigns and a vacancies is created, the remaining board members can appoint someone to fill the position.

To be able to get get new directors would we use Corp. Code 7224 and see if we can get a majority of the directors "then in office' to have a meeting to vote in a new board? So we don't have to go thru with a election.

Corporations Code §7224. Filling Vacancies; Resignation.

(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 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 7211, or

(3) a sole remaining director.

Unless the articles or a bylaw approved by the members (Section 5034) provide that the board may fill vacancies occurring in the board by reason of the removal of directors, or unless the corporation has no members pursuant to Section 7310, such vacancies may be filled only by approval of the members (Section 5034).

(b) 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.

Did said directors give written notice as specified above?

I would recommend hold a meeting. As discussed in your other thread if you are electing 5 Directors and only have lets say 4 nominations, then it works in your favor. It then will be a non-contested election with no votes necessary. This also would make quorum a moot point. Down the road the BOD can always appoint another director to fill the vacant position for remainder of term.

If I were in your shoes I would have a before informal meeting with homeowners to see how many are interested in running for the BOD positions. If you only have say 3-4 then at the meeting they would be the new BOD. I would recommend max of 4 be nominated at this time because that would leave one spot for the developer, just in case he wants to throw a tantrum. It would not hurt to have him in the one spot because he could be out voted by the owners. Sometimes you have to be smarter than the fox .