§ 17-19-811 — Vacancy on board

(a) Unless the articles or bylaws provide otherwise, and
except as provided in subsections (b) and (c) of this section,
if a vacancy occurs on a board of directors, including a vacancy
resulting from an increase in the number of directors:
(i) The members, if any, may fill the vacancy. If the
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 of the class, chapter, unit or grouping
are entitled to vote to fill the vacancy if it is filled by the
members;
(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) Unless the articles or bylaws provide otherwise, if a
vacant office was held by an appointed director, only the person
who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director,
the vacancy shall be filled as provided in the articles or
bylaws. In the absence of an applicable article or bylaw
provision, the vacancy shall not be filled by the board.
(d) A vacancy that will occur at a specific later date (by
reason of a resignation effective at a later date under W.S.
17-19-807(b) or otherwise) may be filled before the vacancy
occurs but the new director cannot take office until the vacancy
occurs.