Vice President Resigns

Ok what happens when the vice president resigns on a board of 7 people leaving us with 6. Our CC&Rs require 7 to be on the board. So first do we have to hold an open meeting with all members to elect a new director or does the 6 members of the board appoint a new director and what happens if we have a 3 to 3 tie on voting for the new director, who breaks the tie. by the way this is in California

Cabgret... check your gov doc's there should be provisions in them for how to address. Normally, the remaining directors would "appoint" an owner to fill the unexpired portion of the vacant term. I would suggest that of the six remaining directors that the first order of business would be to elect a new VP, and then make the appointment of the director (or whatever process is afforded in your gov doc's for replacing a director).

Check not only your governing docs, but also state law. For example, our governing docs say the board appoints somebody, but that person goes up for election at the next annual meeting. Even if our docs allowed the person to serve out the remainder of the term, our state law (VA) requires that the appointed director be elected at the next annual meeting. Therefore, if the appointed person is taking over 1 1/2 years to the end of the term, s/he serves for 1/2 year, then must be elected to finish the remaining year left on the term.

CALIFORNIA CORPORATIONS CODE
TITLE 1. CORPORATIONS
PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS
CHAPTER 2. DIRECTORS AND MANAGEMENT
Article 1. General Provisions ....................... 7210-7215
Article 2. Selection,Removal,Resignation of Directors 7220-7225

7224. (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.