7220-7225

CORPORATIONS CODE
SECTION 7220-7225




7220.  (a) Except as provided in subdivision (d), directors shall be
elected for such terms, not longer than four years, as are fixed in
the articles or bylaws. However, the terms of directors of a
corporation without members may be up to six years. In the absence of
any provision in the articles or bylaws, the term shall be one year.
The articles or bylaws may provide for staggering the terms of
directors by dividing the total number of directors into groups of
one or more directors. The terms of office of the several groups and
the number of directors in each group need not be uniform. No
amendment of the articles or bylaws may extend the term of a director
beyond that for which the director was elected, nor may any bylaw
provision increasing the terms of directors be adopted without
approval of the members (Section 5034).
   (b) Unless the articles or bylaws otherwise provide, each
director, including a director elected to fill a vacancy, shall hold
office until the expiration of the term for which elected and until a
successor has been elected and qualified, unless the director has
been removed from office.
   (c) The articles or bylaws may provide for the election of one or
more directors by the members of any class voting as a class.
   (d) For the purposes of this subdivision, "designator" means one
or more designators. Subdivisions (a) through (c) notwithstanding,
all or any portion of the directors authorized in the articles or
bylaws of a corporation may hold office by virtue of designation or
selection by a specified designator as provided by the articles or
bylaws rather than by election. Such directors shall continue in
office for the term prescribed by the governing article or bylaw
provision, or, if there is no term prescribed, until the governing
article or bylaw provision is duly amended or repealed, except as
provided in subdivision (e) of Section 7222. A bylaw provision
authorized by this subdivision may be adopted, amended, or repealed
only by approval of the members (Section 5034), except as provided in
subdivision (d) of Section 7150. Unless otherwise provided in the
articles or bylaws, the entitlement to designate or select a director
or directors shall cease if any of the following circumstances
exist:
   (1) The specified designator of that director or directors has
died or ceased to exist.
   (2) If the entitlement of the specified designator of that
director or directors to designate is in the capacity of an officer,
trustee, or other status and the office, trust, or status has ceased
to exist.
   (e) If a corporation has not issued memberships and (1) all the
directors resign, die, or become incompetent, or (2) a corporation's
initial directors have not been named in the articles and all
incorporators resign, die, or become incompetent before the election
of the initial directors, the superior court of any county may
appoint directors of the corporation upon application by any party in
interest.



7221.  (a) The board may declare vacant the office of a director who
has been declared of unsound mind by a final order of court, or
convicted of a felony, or, in the case of a corporation holding
assets in charitable trust, has been found by a final order or
judgment of any court to have breached any duty arising as a result
of Section 7238, or, if at the time a director is elected, the bylaws
provide that a director may be removed for missing a specified
number of board meetings, fails to attend the specified number of
meetings.
   (b) As provided in paragraph (3) of subdivision (c) of Section
7151, the articles or bylaws may prescribe the qualifications of the
directors. The board, by a majority vote of the directors who meet
all of the required qualifications to be a director, may declare
vacant the office of any director who fails or ceases to meet any
required qualification that was in effect at the beginning of that
director's current term of office.



7222.  (a) Subject to subdivisions (b) and (f), any or all directors
may be removed without cause if:
   (1) In a corporation with fewer than 50 members, the removal is
approved by a majority of all members (Section 5033).
   (2) In a corporation with 50 or more members, the removal is
approved by the members (Section 5034).
   (3) In a corporation with no members, the removal is approved by a
majority of the directors then in office.
   (b) Except for a corporation having no members, pursuant to
Section 7310:
   (1) In a corporation in which the articles or bylaws authorize
members to cumulate their votes pursuant to subdivision (a) of
Section 7615, no director may be removed (unless the entire board is
removed) when the votes cast against removal, or not consenting in
writing to the removal, would be sufficient to elect the director if
voted cumulatively at an election at which the same total number of
votes were cast (or, if the action is taken by written ballot, all
memberships entitled to vote were voted) and the entire number of
directors authorized at the time of the director's most recent
election were then being elected.
   (2) When by the provisions of the articles or bylaws the members
of any class, voting as a class, are entitled to elect one or more
directors, any director so elected may be removed only by the
applicable vote of the members of that class.
   (3) When by the provisions of the articles or bylaws the members
within a chapter or other organizational unit, or region or other
geographic grouping, voting as such, are entitled to elect one or
more directors, any director so elected may be removed only by the
applicable vote of the members within the organizational unit or
geographic grouping.
   (c) Any reduction of the authorized number of directors or any
amendment reducing the number of classes of directors does not remove
any director prior to the expiration of the director's term of
office unless the reduction or amendment also provides for the
removal of one or more specified directors.
   (d) Except as provided in this section and Sections 7221 and 7223,
a director may not be removed prior to the expiration of the
director's term of office.
   (e) Where a director removed under this section or Section 7221 or
7223 was chosen by designation pursuant to subdivision (d) of
Section 7220, then:
   (1) Where a different person may be designated pursuant to the
governing article or bylaw provision, the new designation shall be
made.
   (2) Where the governing article or bylaw provision contains no
provision under which a different person may be designated, the
governing article or bylaw provision shall be deemed repealed.
   (f) For the purposes of this subdivision, "designator" means one
or more designators. If by the provisions of the articles or bylaws a
designator is entitled to designate one or more directors, then:
   (1) Unless otherwise provided in the articles or bylaws at the
time of designation, any director so designated may be removed
without cause by the designator of that director.
   (2) Any director so designated may only be removed under
subdivision (a) with the written consent of the designator of that
director.
   (3) Unless otherwise provided in the articles or bylaws, the right
to remove shall not apply if any of the following circumstances
exist:
   (A) The designator entitled to that right has died or ceased to
exist.
   (B) If that right is in the capacity of an officer, trustee, or
other status, and the office, trust, or status has ceased to exist.



7223.  (a) The superior court of the proper county may, at the suit
of one of the parties specified in subdivision (b), remove from
office any director in case of fraudulent or dishonest acts or gross
abuse of authority or discretion with reference to the corporation or
breach of any duty arising as a result of Section 7238 and may bar
from reelection any director so removed for a period prescribed by
the court. The corporation shall be made a party to such action.
   (b) An action under subdivision (a) may be instituted by any of
the following:
   (1) A director.
   (2) In the case of a corporation where the total number of votes
entitled to be cast for a director is less than 5,000, twice the
authorized number (Section 5036) of members, or 20 members, whichever
is less.
   (3) In the case of a corporation where the total number of votes
entitled to be cast for a director is 5,000 or more, twice the
authorized number (Section 5036) of members, or 100 members,
whichever is less.
   (c) In the case of a corporation holding assets in charitable
trust, the Attorney General may bring an action under subdivision
(a), may intervene in such an action brought by any other party and
shall be given notice of any such action brought by any other party.



7224.  (a) Unless otherwise provided in the articles or bylaws and
except for a vacancy created by the removal of a director, vacancies
on the board may be filled by approval of the board (Section 5032)
or, if the number of directors then in office is less than a quorum,
by (1) the unanimous written consent of the directors then in office,
(2) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice
complying with Section 7211, or (3) a sole remaining director. Unless
the articles or a bylaw approved by the members (Section 5034)
provide that the board may fill vacancies occurring in the board by
reason of the removal of directors, or unless the corporation has no
members pursuant to Section 7310, such vacancies may be filled only
by approval of the members (Section 5034).
   (b) The members may elect a director at any time to fill any
vacancy not filled by the directors.
   (c) Any director may resign effective upon giving written notice
to the chairman of the board, the president, the secretary or the
board of directors of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation. If the
resignation is effective at a future time, a successor may be elected
to take office when the resignation becomes effective.



7225.  (a) If a corporation has an even number of directors who are
equally divided and cannot agree as to the management of its affairs,
so that its activities can no longer be conducted to advantage or so
that there is danger that its property, activities, or business will
be impaired or lost, the superior court of the proper county may,
notwithstanding any provisions of the articles or bylaws and whether
or not an action is pending for an involuntary winding up or
dissolution of the corporation, appoint a provisional director
pursuant to this section. Action for such appointment may be brought
by any director or by members holding not less than 33 1/3 percent of
the voting power.
   (b) If the members of a corporation are deadlocked so that they
cannot elect the directors to be elected at the time prescribed
therefor, the superior court of the proper county may,
notwithstanding any provisions of the articles or bylaws, upon
petition of members holding 50 percent of the voting power, appoint a
provisional director or directors pursuant to this section or order
such other equitable relief as the court deems appropriate.
   (c) In the case of a corporation holding assets in charitable
trust:
   (1) Any person bringing an action under subdivision (a) or (b)
shall give notice to the Attorney General, who may intervene; and
   (2) The Attorney General may bring an action under subdivision (a)
or (b).
   (d) A provisional director shall be an impartial person, who is
neither a member nor a creditor of the corporation, nor related by
consanguinity or affinity within the third degree according to the
common law to any of the other directors of the corporation or to any
judge of the court by which such provisional director is appointed.
A provisional director shall have all the rights and powers of a
director until the deadlock in the board or among members is broken
or until such provisional director is removed by order of the court
or by approval of a majority of all members (Section 5033). Such
person shall be entitled to such compensation as shall be fixed by
the court unless otherwise agreed with the corporation.