§ 8.10. Vacancy on board
(a)(1) If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:
(A) the shareholders may fill the vacancy;
(B) the board of directors may fill the vacancy; or
(C) 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.
(2) The articles of incorporation may require that the manner of filling a vacancy on the board of directors shall be limited to any one or more of the methods authorized by subdivision (1) of this subsection.
(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.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection 8.07(b) of this title or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
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