§ 7-128-110 — Vacancy on board

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

(a) The voting members, if any, 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 of directors, 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 bylaws, if the vacant office was held by a director elected by a voting group
of voting members:

(a) If one or more of the remaining directors were elected by the same voting
group of voting members, 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 that voting group is entitled to vote to fill the vacancy if it is filled by
the voting members.

(3) Notwithstanding subsection (1) of this section, unless otherwise provided
in the bylaws, if the vacant office was held by a director elected by a voting group
of directors, and if any persons in that voting group remain as directors, only such
directors are entitled to vote to fill the vacancy.

(4) Unless otherwise provided in the bylaws, if a vacant office was held by an
appointed director, only the person who appointed the director may fill the vacancy.

(5) If a vacant office was held by a designated director, the vacancy shall be
filled as provided in the bylaws. In the absence of an applicable bylaw provision, the
vacancy may not be filled by the board.

(6) A vacancy that will occur at a specific later date, by reason of a
resignation effective at a later date under section 7-128-107 (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. 97: Entire article added, p. 691, � 3, effective July 1, 1998.