Kentucky Statutes 271B.8-100 – Vacancy on board
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(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The shareholders 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, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) 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 shall be entitled to vote to fill the vacancy if it is filled by the shareholders.
(3) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (2) of KRS § 271B.8-070 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 76, effective January 1, 1989.
(a) The shareholders may fill the vacancy;
Terms Used In Kentucky Statutes 271B.8-100
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Quorum: The number of legislators that must be present to do business.
- Voting group: means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Kentucky Statutes 271B.1-400
(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, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) 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 shall be entitled to vote to fill the vacancy if it is filled by the shareholders.
(3) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (2) of KRS § 271B.8-070 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 76, effective January 1, 1989.