As Amended
SEC. 79-4-8.10. 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:
(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.
(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 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 Section 79-4-8.07 (b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
SOURCES: Laws, 1987, ch. 486, Sec. 8.10; 1988, ch. 368, Sec. 10, eff from and after passage (approved April 18, 1988).