§ 23-1-33-9 — Vacancies

(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 board of directors may fill the vacancy; or
(2) 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 section 7(b) of this chapter or
otherwise) may be filled before the vacancy occurs but the new director
may not take office until the vacancy occurs.

Legislative History

As added by P.L.149-1986, SEC.17.