APPOINTING OFFICERS
TO FILL VACANCIES

Unless otherwise provided in the articles or bylaws, a vacancy created by the resignation of an officer (or otherwise) is filled by approval of the board. Corp. Code §7213(b) That means a majority of the remaining directors.

The president may participate in the process but the president does not have the power to be the sole determiner in the selection of replacements.

Updated by ADAMS KESSLER 8/14/2008