§ 17-16-810 — Vacancy on board

(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:
(i) The shareholders may fill the vacancy;
(ii) The board of directors may fill the vacancy; or
(iii) 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 later date, by reason
of a resignation effective at a later date under W.S.
17-16-807(b) or otherwise, may be filled before the vacancy
occurs but the new director may not take office until the
vacancy occurs.