Appointing Directors
Vacancy Created by a Recall. 
If a vacancy is due to the membership's removal of one or more directors via a recall election, the board cannot fill the vacancy; only the membership can fill the seat(s) through an election. (Corp. Code § 7224(a)) Directors so elected shall serve the remaining terms of the directors they replaced.
Declaring a Seat Vacant. Sometimes, a board can remove a director by declaring the director's seat vacated because the person is no longer qualified to hold it. For example, the person sold their unit. One of the requirements for holding office is to be an owner of a unit in the association. Another example is where the bylaws require a director to attend meetings. If the person misses a specified number of meetings, the board can remove them.
Appoint a Replacement. Unless otherwise provided in the bylaws, and except for a vacancy created by the removal of a director, vacancies on the board may be filled by the approval of a majority of the remaining directors. (Corp. Code § 7224(a)) This general principle is also described in Robert's Rules of Order: "The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise." (RONR (12th ed.) 47:57) If the vacancy occurs close to an annual meeting, the board might decide to leave the seat empty and let the membership fill it.
Vote by Resigning Director. A resigning director controls the date and time of his/her departure from the board. Resigning directors may set the effective dates and times of their resignations. (Corp. Code § 7224(c)) Directors remain in office and continue to serve as directors until their resignations take effect. They may also participate in appointing their replacement. Doing so helps avoid deadlocked boards. The resigning director may participate in selecting their replacement, provided the selection occurs before the effective date of the resignation. (Mayo v. Interment Properties)
Failure to Appoint a Replacement. If the board fails or refuses to fill an empty position, the membership can petition the board for a special membership meeting to fill the vacant seat. (Corp. Code § 7224(b))
Candidates and Term of Office
While interviewing candidates may be done privately, a director's appointment should be done in an open session. Voting to fill a vacancy does not fall into any of the approved categories for executive session. The vote to fill an empty seat must be on the meeting's agenda.
Term of Office. The appointed director's term of office shall be as provided for in the bylaws.
Shifting Directors. Unless the governing documents provide otherwise, boards can appoint an existing director to fill the longer term of a resigning director. For example, a person elected to a 2-year term on the board resigns three months into the term, and an existing director with less than a year remaining in their term is appointed to fill the seat, the appointed director remains in office for the remainder of the resigning director's 2-year term. The appointed director does not assume the office of the resigning director (president, secretary, treasurer), only the seat of the resigning director. For example, the resigning director is the president with a 2-year term. The person appointed to fill the director's seat is appointed only to the seat, not the office. If the board wants the appointed director to also serve as president, it must additionally appoint the director to that office.
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