I frequently come across corporations with the wrong number of authorized directors. California, unlike other states, has some very precise rules and these frequently seem to be missed.

The Bylaws of many California corporations establish a minimum and maximum number of directors and permit the board to fix the exact number within that range. For example, the Bylaws might provide for a minimum of 3 directors and a maximum of 7. Unfortunately, this is not permitted under Corporations Code Section 212(a) which requires that the maximum number of directors not be more than two times the minimum minus one...