(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) the shareholders may fill the vacancy;
(2) the board of directors may fill the vacancy; or
(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under ยง 4-27-807(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Section: Previous 4-27-802 4-27-803 4-27-804 4-27-805 4-27-806 4-27-807 4-27-808 4-27-809 4-27-810 4-27-811 NextLast modified: November 15, 2016