16-6a-810 - Vacancy on board. - Utah Statutes

16-6a-810. Vacancy on board.
(1) Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors,including a vacancy resulting from an increase in the number of directors:
(a) the voting members, if any, may fill the vacancy;
(b) the board of directors may fill the vacancy; or
(c) if the directors remaining in office constitute fewer than a quorum of the board ofdirectors, the remaining directors may fill the vacancy by the affirmative vote of a majority of allthe directors remaining in office.
(2) Notwithstanding Subsection (1), unless otherwise provided in the bylaws, if thevacant office was held by a director elected by a voting group of voting members:
(a) if one or more of the remaining directors were elected by the same voting group ofvoting members:
(i) only the directors elected by the same voting group of voting members are entitled tovote to fill the vacancy if it is filled by directors; and
(ii) the directors elected by the same voting group of voting members may fill thevacancy by the affirmative vote of a majority of the directors remaining in office; and
(b) only that voting group is entitled to vote to fill the vacancy if it is filled by the votingmembers.
(3) Notwithstanding Subsection (1) and unless otherwise provided in the bylaws, only thedirectors elected by the same voting group of directors are entitled to vote to fill the vacancy if:
(a) the vacant office was held by a director elected by a voting group of directors; and
(b) any persons in that voting group remain as directors.
(4) Unless otherwise provided in the bylaws, if a vacant office was held by an appointeddirector, only the person who appointed the director may fill the vacancy.
(5) (a) If a vacant office was held by a designated director, as provided in Subsection16-6a-804(5), the vacancy shall be filled as provided in the bylaws.
(b) In the absence of an applicable bylaw provision, the vacancy may not be filled by theboard.
(6) A vacancy that will occur at a specific later date by reason of a resignation effective ata later date under Subsection 16-6a-807(2) or otherwise, may be filled before the vacancy occurs,but the new director may not take office until the vacancy occurs.

Enacted by Chapter 300, 2000 General Session