§ 7-108-110 — Vacancy on board

(1) Unless otherwise provided in the articles of
incorporation, if a vacancy occurs on a board of directors, including a vacancy
resulting from an increase in the number of directors:

(a) The shareholders may fill the vacancy;

(b) The board of directors may fill the vacancy; or

(c) 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.

(2) Notwithstanding subsection (1) of this section, unless otherwise provided
in the articles of incorporation, if the vacant office was held by a director elected by
a voting group of shareholders:

(a) If one or more of the remaining directors were elected by the same voting
group, only such directors are entitled to vote to fill the vacancy if it is filled by
directors, and they may do so by the affirmative vote of a majority of such directors
remaining in office; and

(b) Only the holders of shares of that voting group are entitled to vote to fill
the vacancy if it is filled by the shareholders.

(3) A vacancy that will occur at a specific later date, by reason of a
resignation effective at a later date under section 7-108-107 (2) or otherwise, may
be filled before the vacancy occurs, but the new director may not take office until
the vacancy occurs.

Legislative History

Source: L. 93: Entire article added, p. 781, � 1, effective July 1, 1994.