§ 21-293 — Vacancy on board

(MBCA 8.10) (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 shareholders
may fill the vacancy;
(2)
The board of directors may fill the vacancy; or
(3) 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, and only the directors elected by that
voting group are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will
occur at a specific later date, by reason of a resignation effective at a
later date under subsection (b) of section 21-290 or otherwise, may be filled
before the vacancy occurs but the new director may not take office until the
vacancy occurs.

Legislative History

Source: Laws 2014, LB749, § 93.