Hercules, CA asked in Business Law and Probate for California

Q: Is there a law against appointing anew board member to replace a deceased one in my CCorp whileher stock is in probate?

According to my bylaws I am allowed to replace her vacancy. But I am wondering if there is a law against that in California given the fact that her shares of stock are currently going to be transferred in ownership in Probate.

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1 Lawyer Answer
James Edward Berge
James Edward Berge
Answered
  • Estate Planning Lawyer
  • San Jose, CA
  • Licensed in California

A: There's nothing to prohibit a shareholder vote to replace a director who is deceased, but keep in mind that the executor for the estate gets to vote the shares for the deceased shareholder in that election absent a binding voting agreement among shareholders.

Nina Whitehurst agrees with this answer

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