Election of Officers

In California, unless otherwise specified in an association’s articles or bylaws, officers are elected by the board of directors, and not the general membership.  More specifically, California Corporation’s Code Section 7213(b) provides as follows:  “Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.” 

However, it is important to note that when officers are elected by a board of directors pursuant to Section 7213(b), such election cannot be held in executive session.  Moreover, California Civil Code Section 5665 limits the items that may be discussed in executive session, which does not include the election of officers.  Therefore, the election of officers must be conducted in an open session board meeting so that members may attend and observe the election.

Bradley Schuber, Esq.



Address: 8220 University Ave #100, La Mesa, CA 91942

Phone Number:  +1 619-589-8800