§ 35-14-810 — Vacancy -- Board Of Directors

35-14-810 . Vacancy -- board of directors. (1) 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:
(a) the shareholders may fill the vacancy;
(b) the board of directors may fill the vacancy; or
(c) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) 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, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under 35-14-807 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

Legislative History

En. Sec. 102, Ch. 271, L. 2019.