Section 10A-2-8.10

Vacancy on board.

(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors:

(1) The shareholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or

(2) The board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or

(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that the directors are authorized to fill, 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.

(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 10A-2-8.07(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.10; amended and renumbered by Act 2009-513, p. 967, §116.)