Adams Stirling PLC


QUESTION: Our board recently appointed new directors after the annual meeting failed to achieve a quorum. One of the directors they appointed, a former board member, has been in a coma for the past five months. Though tragic, is this legal?

ANSWER: Directors have a duty to appoint competent, trustworthy, and independent persons to the board. (Lewis v. Elk Hills 36 Oil Co. (1929) 103 Cal.App. 14.) Since the appointee is in a coma, he cannot perform his duties as a director. Therefore, it would be improper to appoint this person to the board.

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Adams Stirling PLC