§ 55-8-10. Vacancy on board. - North Carolina Statutes

§55‑8‑10.  Vacancy on board.

(a)        Unless the articlesof incorporation provide otherwise, 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 shareholders to elect thefull authorized number of directors:

(1)        The shareholders mayfill the vacancy;

(2)        The board ofdirectors may fill the vacancy; or

(3)        If the directorsremaining in office constitute fewer than a quorum of the board, they may fillthe vacancy by the affirmative vote of a majority of all the directors, or bythe sole director, remaining in office.

(b)        If the vacantoffice was held by a director elected by a voting group of shareholders, onlythe remaining director or directors elected by that voting group or the holdersof shares of that voting group are entitled to fill the vacancy.

(c)        A vacancy that willoccur upon a specific later date or subsequent event (by reason of aresignation effective upon a later date or subsequent event under G.S. 55‑8‑07(b)or otherwise) may be filled before the vacancy occurs but the new director maynot take office until the vacancy occurs. (1955, c. 1371, s. 1; 1959,c. 1316, s. 34; 1973, c. 469, s. 7; 1989, c. 265, s. 1; 1989 (Reg. Sess.,1990), c. 1024, s. 12.12.)