(a) Unless the articlesof incorporation or bylaws provide otherwise, and except as provided insubsections (b) and (c) of this section, if a vacancy occurs on a board ofdirectors, including, without limitation, a vacancy resulting from an increasein the number of directors or from the failure by the members to elect the fullauthorized number of directors, the vacancy may be filled:
(1) By the membersentitled to vote for directors, if any, or if the vacant office was held by adirector elected by a class, chapter or other organizational unit, or by regionor other geographic grouping, by the members of that class, chapter, unit, orgrouping;
(2) By the board ofdirectors; or
(3) If the directorsremaining in the office constitute fewer than a quorum of the board, by theaffirmative vote of a majority of all the directors, or by the sole director,remaining in office.
(b) Unless the articlesof incorporation or bylaws provide otherwise, if a vacant office was held by anappointed director, only the person who appointed the director may fill thevacancy.
(c) If a vacant officewas held by a designated director, the vacancy shall be filled only as providedin the articles of incorporation or bylaws.
(d) A vacancy that willoccur at a specific later date (by reason of a resignation effective at a laterdate under G.S. 55A‑8‑07(b) or otherwise) may be filled before thevacancy occurs but the new director shall not take office until the vacancyoccurs. (1955, c. 1230; 1993, c. 398, s. 1.)
(a) Unless the articlesof incorporation or bylaws provide otherwise, and except as provided insubsections (b) and (c) of this section, if a vacancy occurs on a board ofdirectors, including, without limitation, a vacancy resulting from an increasein the number of directors or from the failure by the members to elect the fullauthorized number of directors, the vacancy may be filled:
(1) By the membersentitled to vote for directors, if any, or if the vacant office was held by adirector elected by a class, chapter or other organizational unit, or by regionor other geographic grouping, by the members of that class, chapter, unit, orgrouping;
(2) By the board ofdirectors; or
(3) If the directorsremaining in the office constitute fewer than a quorum of the board, by theaffirmative vote of a majority of all the directors, or by the sole director,remaining in office.
(b) Unless the articlesof incorporation or bylaws provide otherwise, if a vacant office was held by anappointed director, only the person who appointed the director may fill thevacancy.
(c) If a vacant officewas held by a designated director, the vacancy shall be filled only as providedin the articles of incorporation or bylaws.
(d) A vacancy that willoccur at a specific later date (by reason of a resignation effective at a laterdate under G.S. 55A‑8‑07(b) or otherwise) may be filled before thevacancy occurs but the new director shall not take office until the vacancyoccurs. (1955, c. 1230; 1993, c. 398, s. 1.)
(a) Unless the articlesof incorporation or bylaws provide otherwise, and except as provided insubsections (b) and (c) of this section, if a vacancy occurs on a board ofdirectors, including, without limitation, a vacancy resulting from an increasein the number of directors or from the failure by the members to elect the fullauthorized number of directors, the vacancy may be filled:
(1) By the membersentitled to vote for directors, if any, or if the vacant office was held by adirector elected by a class, chapter or other organizational unit, or by regionor other geographic grouping, by the members of that class, chapter, unit, orgrouping;
(2) By the board ofdirectors; or
(3) If the directorsremaining in the office constitute fewer than a quorum of the board, by theaffirmative vote of a majority of all the directors, or by the sole director,remaining in office.
(b) Unless the articlesof incorporation or bylaws provide otherwise, if a vacant office was held by anappointed director, only the person who appointed the director may fill thevacancy.
(c) If a vacant officewas held by a designated director, the vacancy shall be filled only as providedin the articles of incorporation or bylaws.
(d) A vacancy that willoccur at a specific later date (by reason of a resignation effective at a laterdate under G.S. 55A‑8‑07(b) or otherwise) may be filled before thevacancy occurs but the new director shall not take office until the vacancyoccurs. (1955, c. 1230; 1993, c. 398, s. 1.)
