The sale contract is ultra vires. Corp. acts through its board not through stockholders.
To fill up the board vacancies look for the articles of incorporation if there is a guideline on how to fill up vacancies. If there is none, the Secretary must notify the stockholders of the vacancies, set a meeting/election of the replacement members to be voted upon by the stockholders, or their proxies.
Thnks jcc 4 d cntrbution!
1. Same answer as the previous post.
2. The answer to this would depend how the vacancies arose. If the board seats were vacated through the removal of the directors by the stockholders themselves, the increase in number of directors (which does not apply in this case), or the expiration of term then the vacancies can only be filled up by the stockholders. For other causes, such as resignation, death or what-have-you, the remaining board, so long as they have a quorum and the terms of the vacant directors have not yet expired, may elect the replacements themselves. -T.D. Beer
Legal Notes 
The sale contract is ultra vires. Corp. acts through its board not through stockholders.
To fill up the board vacancies look for the articles of incorporation if there is a guideline on how to fill up vacancies. If there is none, the Secretary must notify the stockholders of the vacancies, set a meeting/election of the replacement members to be voted upon by the stockholders, or their proxies.
Thnks jcc 4 d cntrbution!
1. Same answer as the previous post.
2. The answer to this would depend how the vacancies arose. If the board seats were vacated through the removal of the directors by the stockholders themselves, the increase in number of directors (which does not apply in this case), or the expiration of term then the vacancies can only be filled up by the stockholders. For other causes, such as resignation, death or what-have-you, the remaining board, so long as they have a quorum and the terms of the vacant directors have not yet expired, may elect the replacements themselves. -T.D. Beer