Adams Stirling PLC


Authority to Appoint. Unless otherwise provided in the articles or bylaws, a vacancy created by the resignation, removal or death of an officer is filled by approval of the board. (Corp. Code §7213(b).) 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. (Robert's Rules, 11th ed., p. 467.)
By a majority vote, the remaining directors fill officer vacancies. The president may participate in the process but does not have the power to be the sole determiner in the selection of replacement officers.

No Officer Election Required. The individual replacement of persons who may occasionally vacate the board membership does not trigger a new election of officers. (Robert's Rules, 11th ed., pp. 488-489.)

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Adams Stirling PLC