Common Provision. Unless the articles or bylaws provide otherwise, a director appointed to fill a vacant seat holds office until the expiration of the term of the seat for which he/she is appointed and until a successor has been elected. (Corp. Code § 7220(b).) If a person elected to a 2-year term on the board resigns three months into the term and a replacement director is appointed, the appointed director remains in office for the remainder of the 2-year term. (See "Appointment of Directors.")
Bylaws Control. Most bylaws contain language similar to that found in the Corporations Code. Sometimes, however, bylaws will require appointed directors to stand for election at the next annual meeting. Following is an example of such language:
. . . a person so appointed shall be a director until a successor is elected at the next annual meeting of the association.
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