[§414D-141]  Vacancy on board.  (a) Unless the articles or bylaws provide otherwise, and except as provided insubsections (b) and (c), if a vacancy occurs on a board of directors, includinga vacancy resulting from an increase in the number of directors:

(1)  The members, if any, may fill the vacancy; if thevacant office was held by a director elected by a class, chapter, or otherorganizational unit or by region or other geographic grouping, only members ofthe class, chapter, unit, or grouping are entitled to vote to fill the vacancyif it is filled by the members;

(2)  The board of directors may fill the vacancy; or

(3)  If the directors remaining in office constitutefewer than a quorum of the board, they may fill the vacancy by the affirmativevote of a majority of all the directors remaining in office.

(b)  Unless the articles or bylaws provideotherwise, if a vacant office was held by an appointed director, only theperson who appointed the director may fill the vacancy.

(c)  If a vacant office was held by adesignated director, the vacancy shall be filled as provided in the articles orbylaws.  In the absence of an applicable article or bylaw provision, thevacancy may not be filled by the board.

(d)  A vacancy that will occur at a specificlater date (by reason of a resignation effective at a later date under section414D‑137(b) or otherwise) may be filled before the vacancy occurs but thenew director may not take office until the vacancy occurs. [L 2001, c 105, ptof §1]