§ 10-33-38 — Board vacancies

1. Unless the articles or bylaws provide otherwise, and except as provided in this section,
if a vacancy occurs on the board, including a vacancy resulting from an increase in the
number of directors:
a. The members with voting rights, if any, may fill the vacancy; or
b. The remaining members of the board, though less than a quorum, may fill the
vacancy.
2. If a vacant office was held by a director elected by a class, chapter, or other
organizational unit or by region or other geographic grouping, only members with
voting rights of the class, chapter, unit, or grouping are entitled to vote to fill the
vacancy.
3. If a vacant office was held by an appointed director, only the person who appointed the
director may fill the vacancy.
4. A vacancy that will occur at a specific later date may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.