The vote to fill an empty seat must be on the meeting's agenda. In order for the business judgment rule to apply director must operate in the best interest of the corporation.Generally, the shareholders vote to appoint the directors. Your name is your brand so it must reflect all the aspects of your business plan. Guidance on appointing a director, providing corporate leaders with essential insights into the legal and procedural requirements. A vacancy in the office of any director shall be filled pursuant to Section 1780 of the Government Code. Apply to Director of Catering, Director of Food and Beverage, Director and more! In this article, we will discuss the process for appointing directors, including the legal requirements and best practices. Of Directors of the Santa Clara County Fairgrounds Management Corporation. The. Generally, the shareholders vote to appoint the directors.