SORRY .... still not completely answering our situation. Under CA law, are the original principles forming the corporation considered DIRECTORS at that point???? And, if so causing an election to select organization officers, pres, secy and treasurer, etc STILL regards XXXXX XXXXX DIRECTORS??? If your answer is yes, then should those 5 individuals have been counted in the By-Laws as DIRECTORS??? Because we did not count them in that number when we created the actual By-Laws .... the number really should have been corrected when writing the By-Laws:
SECTION 1. NUMBER
The corporation shall have not less than three (3) and not more than seven (7) directors, with the exact number to be fixed within these limits by approval of the Board of Directors or members, if any, in the manner provided in these bylaws.
As you can see the actual number should have been any odd number from 3 to 7 (or 11).
Finally, 3 individuals formed the entity; however, IRS notified us to increase the DIRECTORS to at least 7 which we did by approving 4 people as DIRECTORS which added to the original officer/directors totaled 7.
If this action is correct and accurate, then we always have a quorum with the new 5 officer/directors..... IS THIS CORRECT?????