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Jan
29 • 2017
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How often do directors have to be elected?

Directors have to be elected every year, at the annual meeting of shareholders, even if your corporation consists of just one or two shareholders. See Cal. Corp. Code § 301. Directors then hold office until the next annual meeting of shareholders, barring a vacancy caused by resignation, removal, or death in office. (Vacancies can usually be filled by the directors themselves.) The articles of incorporation can provide for a shorter term of office to effectuate a “voting shift” (a change in the relative rights of classes or series of shares to elect directors as a class or series), but that is not something that will affect shareholders in a small corporation.