§ 23-17-12-14 — Filling vacancies

(a) Unless the articles of incorporation or
bylaws provide otherwise and except as provided in subsections (b) and
(c), if a vacancy occurs on a board of directors, including a vacancy
resulting from an increase in the number of directors, one (1) of the
following may occur:
(1) The members entitled to vote for directors, if any, may fill the
vacancy. If the vacant office was held by a director elected by a
class, chapter, other organizational unit, or by region or other
geographic grouping, only members of the class, chapter, unit, or
grouping are entitled to vote to fill the vacancy if it is filled by the
members.
(2) The board of directors may fill the vacancy.
(3) If the directors remaining in office constitute fewer than a
quorum of the board of directors, the remaining directors may fill
the vacancy by the affirmative vote of a majority of the directors
remaining in office.
(b) Unless articles of incorporation or bylaws provide otherwise, if
a vacant office was held by an appointed director, only the person who
appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the vacancy
must be filled as provided in articles of incorporation or bylaws. In the
absence of an applicable article of incorporation or bylaw, the vacancy
may not be filled by the board of directors.
(d) A vacancy that will occur at a specific later date because of a
resignation effective at a later date under section 7(b) of this chapter or
otherwise may be filled before the vacancy occurs. However, the new
director may not take office until the vacancy occurs.

Legislative History

As added by P.L.179-1991, SEC.1.