47-1A-810. Vacancy on board.
163 words·~1 min read·
/sd/title-47/chapter-47-1/47-1a-810A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
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.