South Dakota § 47-1A-810 Vacancy on board.

South Dakota Statutes

§ 47-1A-810 — Vacancy on board.

South Dakota·Title 47 CORPORATIONS·Ch. 47-1 SOUTH DAKOTA BUSINESS CORPORATION ACT

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. 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. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under § 47

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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. 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. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under § 47-1A-807 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

South Dakota § 47-1A-810 (Vacancy on board.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.